MOLEX INC, DEF 14A, 1997-09-16

MOLEX INC
DEF 14A, 1997-09-16
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
- --------------------------------------------------------------------------------
(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] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

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<PAGE> 2

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 24, 1997

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 in the Symposium Theater at
the Radisson Hotel located at 3000 Warrenville Road, Lisle, Illinois, on Friday,
October 24, 1997 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 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 29, 1997
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 16, 1997

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 24, 1997

September 16, 1997

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 24, 1997, 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 16,
1997.

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 29,
1997 (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

62,051,907 shares of Common Stock

63,496,999 shares of Class A Common Stock

94,255 shares of Class B Common Stock

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

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

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

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

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

SECURITY OWNERSHIP OF MANAGEMENT AND OF CERTAIN BENEFICIAL OWNERS

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

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

F. A. Krehbiel 80,098 Direct Common
2222 Wellington Ct. 25,709,660 Partner(d) Common
Lisle, IL 29,587 Trustee(e) Common
1,265,036 Trustee(f)(g) Common
18,106 Option(a) Common
2,397 Spouse(g) Common 2.2%
41,949.5 Direct Class B Common
5,103 Trustee(f)(g) Class B Common 49.9%
186,785 Direct Class A Common
3,172 Trustee(e) Class A Common
1,269,021 Trustee(f)(g) Class A Common
2,347 Spouse(g) Class A Common 2.3% 2.3%

</TABLE>
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<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF NATURE OF CLASS OF PERCENT OF ALL VOTING
OF BENEFICIAL OWNER SHARES OWNERSHIP STOCK CLASS(A) SECURITIES(A)(B)
------------------- --------- --------- -------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
J. H. Krehbiel, Jr. 75,980 Direct Common
2222 Wellington Ct. 25,709,660 Partner(d) Common
Lisle, IL 29,587 Trustee(e) Common
1,198,385 Trustee(f)(g) Common
169,230 Trustee/Custodian(g)(h) Common
10,099 Option(a) Common
4,186 Children(g) Common 2.4%
4,450 Spouse(g) Common
41,949.5 Direct Class B Common 49.0%
4,252 Trustee(f)(g) Class B Common
4,339,931 Direct Class A Common
3,172 Trustee(e) Class A Common
1,194,318 Trustee(f)(g) Class A Common
167,537 Trustee/Custodian(g)(h) Class A Common 9.0% 2.5%
2,306 Spouse(g) Class A Common
F. L. Krehbiel 289,950 Direct Common
2222 Wellington Ct. 208,178 Trust(f) Common
Lisle, IL 5,170 Option(a) Common *
851 Direct Class B Common
850 Trust(f) Class B Common *
283,672 Direct Class A Common
209,032 Trust(f) Class A Common * *
Krehbiel Limited 25,709,660 Direct(d) Common 41.4% 41.4%
Partnership(c)(d)
2222 Wellington Ct.
Lisle, IL
J. H. Krehbiel
Trust(e) 29,587 Direct(e) Common *
2222 Wellington Ct. 3,172 Direct(e) Class A Common * *
Lisle, IL
G. Tokuyama 45,202 Direct Common
10,351 Option(a) Common
47 Spouse(g) Common *
0 Direct Class A Common
57 Spouse(g) Class A Common * *
W. W. Fichtner 11,171 Direct Common
0 Option(a) Common *
10 Spouse(g) Class A Common
1,830 Direct Class A Common * *
J. J. King 71,264 Direct Common
360 Joint Tenancy Common
110 Spouse(g) Common
20,829 Option(a) Common *
33,015 Direct Class A Common
360 Joint Tenancy Class A Common
3,740 Child(g) Class A Common
60 Spouse(g) Class A Common * *
Robert J. Potter 48,623 Direct Common
5,023 Option(a) Common *
12,885 Direct Class A Common * *
Edgar D. Jannotta(i) 39,666 Direct Common
10,636 Option(a) Common *
29,901 Direct Class A Common
12,206 Retiremt Acct Class A Common * *
Donald G. Lubin 243 Direct Common
624 Option(a) Common
1,707 Retiremt Acct Common *
3,368 Direct Class A Common
2,440 Retiremt Acct 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 28,862,334 shares of Common Stock
(46.5% of the number outstanding); 94,105 shares of Class B Common Stock
(99.8% of the number outstanding); and 28,956,439 shares of all the voting
securities (46.6% of the number outstanding). In addition, the Krehbiel
Family beneficially owns 7,449,089 shares of Class A Common Stock
representing 11.7% 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) J. H. Krehbiel, Jr. and F. A. Krehbiel are co-trustees of the trust referred
to in footnote (d) in which they each share an equal beneficial interest. As
trustees, they share the power to vote and dispose of the shares held by
this trust. 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 this trust have not been included.

(f) 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. For purposes of computing the percent of a class or the
percent of all voting securities owned by F. L. Krehbiel, the shares of
trust in which he has a beneficial interest have not been included.

(g) 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.

(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 LLC 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 LLC in
its trading account, in its capacity as a market maker, or over which
William Blair & Company LLC 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 two meetings 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 were four meetings 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.

Since the last Annual Stockholders' Meeting, the Board of Directors
authorized an increase in the size of the Board from eight to nine. Douglas K.
Carnahan was elected by the Board of Directors as the ninth Board member to
serve until the 1997 Annual Stockholders' meeting.

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 56. 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., Nalco Chemical Company and DeVry Inc.

J. H. KREHBIEL, JR.(a)--President and Chief Operating Officer of Molex(b).
Director since 1966(c) and member of the Executive Committee. Age 60. Elected
President in 1975.

ROBERT J. POTTER--President and Chief Executive Officer of R. J. Potter Company
(business consulting).
Director since 1981 and Chairman of the Compensation Committee. Age 64. Prior
to founding R. J. Potter Company in 1989, Dr. Potter was President and Chief
Executive Officer 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 Chairman of the Audit Committee. Age 66. 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 since 1996 when
the firm converted from a partnership to a limited liability company. During
the last five years, William Blair & Company, LLC has performed investment
banking services for Molex. Mr. Jannotta 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.

F. L. KREHBIEL(a)--Engineering Manager, Automotive Business Unit -- U.S.
Operations of Molex.
Director since 1993. Age 32. 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 of Sonnenschein Nath & Rosenthal (private law
practice).
Director since 1994 and member of the Audit Committee. Age 63. Mr. Lubin
joined Sonnenschein Nath & Rosenthal in 1957. He has been a partner since 1964
and was Chairman from 1991 to 1996. 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); Senior Managing Director of Itochu Corporation (Japanese
global trading firm); and International Advisory Board Member of Elf Acquitane
(French global financial institution)
Director since 1995 and member of the Compensation Committee. Age 59. During
the last five years, Mr. Naitoh has been associated with various Japanese
government agencies and companies and academic institutions around the world.
He has served with The Institute of Energy Economics since 1994. In 1997, he
joined Itochu first as an Advisor and then as Senior Managing Director and
Chief Operating Officer, International Operations & Project Development. In
1994, he became associated with Elf Acquitane.

MICHAEL J. BIRCK--President and Chief Executive Officer of Tellabs, Inc.
(telecommunications equipment)
Director since 1995 and member of the Compensation Committee. Age 59. 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.

DOUGLAS K. CARNAHAN--Senior Vice President and General Manager for the
Measurement Systems Organization of Hewlett-Packard Company (computers, computer
peripherals and instrumentation)
Director since 1997 and member of the Audit Committee. Age 56. Mr. Carnahan
joined Hewlett-Packard in 1968 and served in several diverse positions in
manufacturing, engineering and management. He was promoted to the General
Manager of the Printing Systems Group in 1991 and was named Vice President in
1992. In 1993, he became a member of the management staff and was named
General Manager of Component Products. He was elected Senior Vice President in
1995 and assumed his current post shortly thereafter where he is responsible
for Hewlett-Packard's analytical, medical, components and information storage
businesses.
- ----------------------------

<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 100,000,000 shares for each
class to 200,000,000 for each class. As of August 29, 1997, 62,051,907 shares of
Molex Common Stock and 63,496,999 shares of Molex Class A Common Stock were
outstanding.

Since March of 1983, Molex has declared eight stock dividends which have
resulted in the issuance of over 46,875,000 additional shares of Common Stock
and over 62,500,000 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.

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<PAGE> 10

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 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 four hundred million one hundred
forty-six thousand seventy-eight (400,146,078) shares, consisting of: (i) two
hundred million (200,000,000) shares of Common Stock, par value $.05 per share
(the "Common Stock"), subject to paragraph E of this Article FOURTH, (ii) two
hundred million (200,000,000) 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.

8
<PAGE> 11

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,
1995, 1996 and 1997 for services in all capacities to Molex and its
subsidiaries.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS(D)
-------------------------------------- ------------
FISCAL OTHER ANNUAL OPTIONS(E) ALL OTHER
NAME AND PRINCIPAL POSITIONS(A) YEAR SALARY BONUS(B) COMPENSATION(C) (NO. SHARES) COMPENSATION(F)
------------------------------- ------ ------ -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
F. A. Krehbiel............................. 1997 $459,379 $507,192 * 3,378 $106,742
Chairman and 1996 $434,803 $359,225 $136,640 3,571 $108,883
Chief Executive Officer 1995 $403,006 $562,013 * 4,297 $186,657
J. H. Krehbiel, Jr......................... 1997 $396,973 $454,010 * 3,378 $101,035
President and 1996 $373,402 $324,002 $ 55,768 3,571 $ 94,267
Chief Operating Officer 1995 $346,970 $487,770 * 4,297 $122,660
J. J. King................................. 1997 $312,526 $341,172 * 57,500(g) $ 46,125
Executive Vice President 1996 $292,079 $255,898 * 8,594 $ 46,077
1995 $273,330 $386,579 * 5,859 $ 35,535
G. Tokuyama................................ 1997 $299,737 $334,045 * 6,250 $ 66,443
Vice President; Regional President, 1996 $405,130 $257,403 $ 68,679 7,813 $100,542
Far East North; and 1995 $478,869 $534,905 * 9,766 $125,125
President, Molex-Japan Co., Ltd.
W. W. Fichtner............................. 1997 $333,526 $299,568 * 0 $ 18,688
Vice President and Regional President, 1996 $372,782 $187,983 * 0 $ 17,633
Europe 1995 $380,916 $436,417 * 0 $ 18,445
</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) The 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 the Executive is at least a threshold
amount equal to the lesser of $50,000 or 10% 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% 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

(d) Molex does not have any restricted stock awards or long-term plan payouts.
The only type of long-term compensation is in the form of stock options
granted under 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 paid or accrued by Molex or any of its
subsidiaries:

<TABLE>
<CAPTION>
FISCAL
YEAR F. A. KREHBIEL J. H. KREHBIEL, JR. J. J. KING
------ -------------- ------------------- ----------
<S> <C> <C> <C> <C> <C>
(i) Amounts accrued pursuant to matters discussed in 1997 $42,248 $50,336 --
Section entitled "INDIVIDUAL ARRANGEMENTS 1996 $38,346 $42,991 --
INVOLVING FUTURE COMPENSATION" 1995 $36,875 $42,991 --
(ii) Amounts contributed pursuant to defined 1997 $13,800 $13,800 $13,800
contribution retirement plans 1996 $13,800 $13,800 $13,800
1995 $ 0 $ 0 $ 0
(iii) The value of any insurance premiums with respect 1997 $ 6,870 $ 0 $ 5,395
to any term life insurance or the residual cash 1996 $10,710 $ 0 $ 4,790
value for which coverage is paid 1995 $53,150 $ 0 $ 4,145
(iv) Matching contributions to The Molex Incorporated 1997 $ 1,500 $ 950 $ 1,524
401(k) Savings Plan 1996 $ 1,500 $ 950 $ 1,600
1995 $ 1,500 $ 1,500 $ 2,469
(v) Company contributions to The Molex Incorporated 1997 $42,324 $35,949 $25,406
Supplemental Executive Retirement Plan 1996 $44,527 $36,526 $25,887
1995 $95,132 $78,169 $26,921

<CAPTION>
FISCAL
YEAR G. TOKUYAMA W. W. FICHTNER
------ ----------- --------------
<S> <C> <C> <C> <C>
(i) Amounts accrued pursuant to matters discussed in 1997 -- --
Section entitled "INDIVIDUAL ARRANGEMENTS 1996 $26,350 --
INVOLVING FUTURE COMPENSATION" 1995 $27,322 --
(ii) Amounts contributed pursuant to defined 1997 $60,746 $13,158
contribution retirement plans 1996 $68,819 $13,158
1995 $75,000 $14,265
(iii) The value of any insurance premiums with respect 1997 $ 5,697 $ 5,530
to any term life insurance or the residual cash 1996 $ 4,373 $ 4,475
value for which coverage is paid 1995 $ 3,442 $ 4,180
(iv) Matching contributions to The Molex Incorporated 1997 -- --
401(k) Savings Plan 1996 -- --
1995 -- --
(v) Company contributions to The Molex Incorporated 1997 -- --
Supplemental Executive Retirement Plan 1996 -- --
1995 -- --
</TABLE>

(g) Includes a long-term stock option to acquire 50,000 shares of Common Stock.

9
<PAGE> 12

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997 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, 1997
--------------------------------------------------------------
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.......... 8,056 $ 95,141 13,878 9,623 $247,343 $ 78,768
J. H. Krehbiel, Jr...... 3,298 $ 44,786 5,871 9,623 $ 79,579 $ 78,768
J. J. King.............. 10,986 $186,872 22,167 118,146(d) $449,180 $1,566,539(d)
G. Tokuyama............. 0 $ 0 8,793 18,946 $155,087 $ 261,666
W. W. Fichtner.......... 0 $ 0 0 0 $ 0 $ 0
</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 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, 1997 (based on a value on that
date of $36.50/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, 1997) are
excluded.
(d) Includes two long-term stock options to acquire 98,828 shares of Common
Stock.

OPTION GRANTS IN FISCAL YEAR 1997

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(A) VALUE AT ASSUMED
--------------------------------------------------------- ANNUAL
PERCENTAGE OF RATES OF STOCK
TOTAL OPTIONS PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(D)
GRANTED EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME (NO. SHARES) FISCAL 1997(C) ($/SHARE) DATE 5% 10%
---- ------------ -------------- --------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
F. A. Krehbiel.......... 3,378 0.38% $32.56(b) 10/25/01 $ 27,621 $ 61,035
J. H. Krehbiel, Jr...... 3,378 0.38% $32.56(b) 10/25/01 $ 27,621 $ 61,035
J. J. King.............. 7,500 0.85% $22.20 07/11/01 $ 46,001 $ 101,650
50,000(e) 5.68% $29.60 10/25/07 $1,051,302(e) $2,742,613(e)
G. Tokuyama............. 6,250 0.71% $22.20 07/11/01 $ 38,334 $ 84,708
W. W. Fichtner.......... 0 0.00% -- -- -- --
</TABLE>

- ----------------------------
(a) All options were granted pursuant to The 1991 Molex Incorporated Incentive
Stock Option Plan. Except where otherwise noted, all options set forth in
this table 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 and may
not be exercised for one year after the grant date. Each year after the
grant, 25% of the shares subject to the option become exercisable either by
delivery of cash or stock of Molex. The options expire 5 years after grant.
(b) 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 on the date of grant.
(c) Total options granted to all employees (880,826 shares) includes options
granted to all employees under all of the stock option plans for the stated
period.
(d) 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 (5 years). The amount
in the column represents the difference between the aggregate increased
value and the aggregate option exercise price.
(e) This is a long-term option to acquire Common Stock for an exercise price
equal to the fair market value on the date of grant and may not be exercised
for 10 years after the grant date. The option expires 11 years after grant.
Accordingly, the potential realizable value is calculated over a term of 11
years.

10
<PAGE> 13

INDIVIDUAL ARRANGEMENTS INVOLVING FUTURE COMPENSATION

J. H. Krehbiel, Jr., President and Chief Operating Officer 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 $147,551. 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 $152,775) 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. Since the initial acquisition of an equity interest in Molex GmbH,
Fichtner has made additional capital contributions to maintain his pro rata 10%
interest in Molex GmbH. Molex has extended Fichtner a credit arrangement
(described in the section entitled "INDEBTEDNESS OF MANAGEMENT") to provide
funds for the acquisition of the Share. The amount of funds invested by Fichtner
as of August 31, 1997 is DM2,294,444 (approximately $1,319,535; the
"Investment").

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, 1999, the amount which Fichtner may receive for his Share is
the Investment plus any interest actually paid to Molex for the loan. 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 Investment, 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 somewhat
above 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.

11
<PAGE> 14

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 $491,580 effective September 1, 1997. 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, 1997.

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. In some cases,
discretionary adjustments were made.

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 $300,000 which was
64.7% of his base salary for the fiscal year just ended.

STOCK PLANS

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

12
<PAGE> 15

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 3,378 shares of Common Stock under the 1991 Plan at
an exercise price of $32.56 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 11.4% sales growth and a
10.8% 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 78.731% of the value of the stock. Pursuant
to this award F. A. Krehbiel received an award of 3,176 shares of Common Stock
and a cash tax offset bonus of $91,268 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, 1996 to August 31, 1997 was
7.6%-8.2%. The largest aggregate

13
<PAGE> 16

amount of such advances outstanding at any time during such period was $282,968.
As of August 31, 1997, the aggregate advance to F. A. Krehbiel was $282,968.

R. C. Wieser, Vice President, received a $175,000 interest free loan which
represents the balance of a loan given as an inducement to take his present
position in order to purchase a new residence. The loan is payable when the new
residence is sold. The largest aggregate amount of the loan outstanding at any
time from July 1, 1996 to August 31, 1997 was $175,000. As of August 31, 1997
$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, 1996 to August 31, 1997 was
$60,000. As of August 31, 1997, $30,000 was outstanding.

G. Tokuyama, Vice President, received a loan due June 30, 1999 in the
amount of $92,782 in order to exercise stock options. Interest accrues at the
prime rate. The largest aggregate amount outstanding at any time from July 1,
1996 to August 31, 1997, was $92,782. As of August 31, 1997, $92,782 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, 1996 to August 31, 1997 was $266,959. As of August 31, 1997, $176,625
was outstanding.

W. W. Fichtner, Vice President, received a credit arrangement with Molex to
finance the initial acquisition of the 10% equity interest in Molex GmbH as
described in the section entitled "INDIVIDUAL ARRANGEMENTS INVOLVING FUTURE
COMPENSATION." Fichtner may draw against the credit line from time to time to
provide his pro rata share of any additional funds required to maintain his 10%
equity interest in Molex GmbH. The initial amount of the arrangement was
DM1,750,000 (approximately $1,006,425). The outstanding loan balance accrues
interest at the rate of 5% per annum. The loan balance is secured by the Share,
i.e., his investment in Molex GmbH. During the last fiscal year, the arrangement
was amended to increase the credit line to DM3,000,000 (approximately
$1,725,300) and extend the maturity date to December 31, 1999, when all
outstanding principal and interest are due. The largest aggregate amount
outstanding under this credit arrangement during the period from July 1, 1996
through August 31, 1997 was DM2,462,309 (approximately $1,416,075). As of August
31, 1997, DM2,132,271 (approximately $1,226,269) 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 28, 1998. The range of interest charged during the period from
July 1, 1996 to August 31, 1997 was 7.6%-8.2%. The largest aggregate amount of
such advances outstanding (including unpaid interest charges) at any time during
such period was $76,202. As of August 31, 1997, the aggregate advance to K. M.
Regas was $76,202.

J. J. King, Executive Vice President, received a short-term, interest free
$150,000 personal loan. The largest aggregate amount outstanding at any time
from July 1, 1996 through August 31, 1997 was $150,000. As of August 31, 1997,
the loan was paid in full leaving no outstanding balance.

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.

14
<PAGE> 17

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 two Peer Group Indexes for the five fiscal years ended June 30,
1997. Due to changes in the classification of components of Molex's previously
presented peer group as described below, Molex has created a "New" Peer Group.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN(A)
(MOLEX INCORPORATED, S&P MIDCAP 400 INDEX, "NEW" PEER GROUP & "OLD" PEER GROUP)
PERFORMANCE GRAPH
- -------------------------
(a) Assumes $100 invested on June 30, 1992 in Molex Common Stock, Molex Class A
Common Stock, the S&P MidCap 400 Index, and two Peer Group Indexes, (one
"old" and the other "new", as defined below in footnotes (c) and (d)) and
the reinvestment of all dividends.
(b) 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.
(c) Since 1996, in addition to the changes noted in footnote (d) below, two
events have occurred: (1) Berg Electronics, Inc. became a publicly traded
electronic connector company; and (2) the S&P MidCap 400 changed its
Industry Groups, both as to definition and as to composition. In view of the
foregoing, the "New" Peer Group is comprised of all of the companies in the
S&P MidCap 400 currently classified in the following Industry Groups:
"Electrical Equipment"; "Electronics (Component Distributors)"; and
"Equipment (Semiconductor)" (11 companies excluding Molex) and all of 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: American Power Conversion; Hubbell Inc. (Class
B); Magnetek, Inc.; SCI Systems Inc.; Sensormatic Electronics; Solectron
Corp.; Symbol Technologies; Vishay Intertechnology; Arrow Electronics;
Avnet, Inc.; and Teradyne, Inc. The connector companies are: Amphenol
Corporation; AMP Incorporated; Berg Electronics, Inc.; Methode Electronics
Inc.; Robinson Nugent Inc.; and Thomas & Betts Corporation.

15
<PAGE> 18

(d) The "Old" Peer Group which was reported in the proxy statement from 1993
through 1996 comprised all of the companies in the S&P MidCap 400 classified
in 1996 in the following Industry Groups: "Electronic Components & Other
Equipment" and "Electronic Components & Accessories" (13 companies excluding
Molex) and all of 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 were: 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 were: Amphenol Corporation; AMP Incorporated; Augat Inc.; Methode
Electronics Inc.; Robinson Nugent Inc.; and Thomas & Betts Corporation.
Since 1996, LSI Logic Corporation and Micron Technologies, Inc. are no
longer on the S&P MidCap 400 and are instead listed on the S&P 500. These
companies are included on the "Old" Peer Group for this year. In addition,
since 1996, Augat Inc. and Anthem Electronics, Inc. are no longer
independently traded and are not included in the "Old" Peer Group for this
year. The performance of the "Old" Peer Group is presented for comparative
purposes as required by applicable securities regulations and will not be
provided in the future.

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 19, 1998. 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

Frederick A. Krehbiel

Dated at Lisle, Illinois

September 16, 1997

16
<PAGE> 19

MOLEX INCORPORATED

1997 ANNUAL MEETING OF STOCKHOLDERS

October 24, 1997 10:00 a.m.

[LOGO]

3000 Warrenville Road, Lisle, IL 60532

(630) 505-1000

GENERAL DIRECTIONS

LOCATED JUST NORTH OF THE "HIGH TECH" EAST/WEST I-88 TOLLWAY CORRIDOR AT

NAPERVILLE AND WARRENVILLE ROADS.

FROM THE NORTH:

M Take I-355 or I-294 to I-88 West

M Take I-88 West to Naperville Road exit

FROM THE SOUTH:

M Take I-55 North to I-355 or I-57 to I-294 to I-88 West

M Take I-88 West to Naperville Road exit

FROM THE WEST:

M Take I-88 to the Naperville Road exit

FROM THE EAST:

M Take I-290 from Chicago or I-294 from Indiana to I-88 West

M Take I-88 West to Naperville Road exit

ONCE AT NAPERVILLE ROAD EXIT:

M Exit Naperville Road to the left

M Proceed 1 block to Warrenville Road

M Turn right

M Hotel 1/2 block on the left hand side of Warrenville Road

<PAGE> 20
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
29, 1997 at the annual meeting of stockholders to be held on October 24, 1997
or any adjournment thereof.

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

(PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE HEREOF AND
RETURN IT IN THE ENCLOSED ENVELOPE.)

(Continued on the reverse side)

<PAGE> 21
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
AND "FOR" PROPOSAL 2.

<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, Douglas K. Carnahan.

2. Proposal to approve an Amendment to For Against Abstain
the Certificate of Incorporation [ ] [ ] [ ]
increasing the number of authorized
shares of Common Stock and Class A
Common Stock.

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

</TABLE>

Dated __________________________, 1997

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

----------------------------------------
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.