John H. Krehbiel, Jr. (collectively, the ~~applicable rules~~“Krehbiel Family”). The Krehbiel Family may be considered “control persons” of ~~The Nasdaq Stock Market, Inc. (~~~~“Nasdaq Rules”~~), there are certain requirements and qualifications that the board of directors must have. For example, the Nasdaq Rules require that the full board of directors have the responsibility of determining the “independence” of the members of the board of directors. The definition of “independence” under the Nasdaq Rules includes a series of objective minimum tests, such as that a director is not an employee of the company and has not engaged in various types of business dealings with the company. Molex has adopted a more stringent test regarding the quantitative nature of any business relationship than required under the Nasdaq Rules. In order to be deemed independent, a director cannot be affiliated with a business organization that either paid or received payments to or from Molex during any one of the past three fiscal years that exceed 2% (ratherMolex. Other than the ~~5% required by Nasdaq) of the recipi ent’s gross revenues for that year~~Krehbiel Family, no director or ~~$200,000, whichever is more (subject to certain exceptions). In addition, as required by the Nasdaq Rules, the Board~~executive officer has ~~made the subjective determination as to each independent~~any family relationship with any other director that no relationships exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and the company with regard to each director’s business and personal activities as they relate to Molex and Molex’s management.

In July of 2005, the board of directors determined that eight outside directors of Molex are “independent”, forming an independent majority as required under the Nasdaq Rules. The names of the independent members of Molex’s board of directors are:

Ÿ	~~Michael J. Birck~~	Ÿ	~~David L. Landsittel~~
Ÿ	~~Douglas K. Carnahan~~	Ÿ	~~Joe W. Laymon~~
Ÿ	~~Michelle L. Collins~~	Ÿ	~~Masahisa Naitoh~~
Ÿ	~~Edgar D. Jannotta~~	Ÿ	~~Robert J. Potter~~

The Nasdaq Rules also require that the members of the Compensation Committee and the Nominating and Corporate Governance Committee be independent as defined above. The level of independence for members of the Audit Committee is higher than that required for the other independent board or committee members. The board of directors determined that all the members of the Compensation Committee and the Nominating and Corporate Governance Committee are independent and that all three of the outside directors comprising the Audit Committee have met the higher independent standards and the other requirements set forth in greater detail in the section entitled “COMMITTEES OF THE BOARD OF DIRECTORS.”

~~MEETINGS AND DIRECTOR ATTENDANCE~~

~~During the last fiscal year, there were 12 meetings of the board of directors and one unanimous written consent. The independent members of the board of directors meet regularly in~~ executive session without the presence of management or inside directors three times every year at the conclusion of each scheduled quarterly meeting except the meeting held in October. Although Molex has no formally designated “Lead Director”, the Chairman of the Nominating and Corporate Governance Committee acts as Chairman for these executive sessions.

~~During last fiscal year, each director attended at least 75% of the aggregate of the total number of meetings of the board of directors and committees on which he or she served.~~

Molex’s corporate governance guidelines require the members of the board of directors to make every reasonable effort to attend Molex Annual Stockholders’ Meeting. Last year, all the members of the board of directors were present.

~~PROCESS FOR NOMINATING BOARD CANDIDATES~~

~~An updated publication of the Nominating and Corporate Governance Committee (~~~~“NCGC”~~~~) charter containing the most current qualifications and procedures for nominating director candidates is available on Molex’s Web site,~~ ~~www.molex.com, by first clicking on “Investors”, then “Corporate Governance” and “Nominating and Corporate Governance Committee Charter.”~~

~~Board Qualifications~~

~~The minimum qualifications sought by Molex for members of the Board of directors are described in Exhibit A to the NCGC charter available on Molex’s Web site at~~ ~~www.molex.com~~. Generally, candidates are selected on the basis of outstanding achievement in their professional careers, broad experience, wisdom, personal and professional integrity, their ability to make independent, analytical inquiries, and their experience with and understanding of the business environment in which Molex operates.

~~Procedures for Identifying and Evaluating Director Candidates~~

~~The “Procedures for Identifying and Evaluating Candidates for Director” are set forth in Exhibit B to the NCGC charter available on Molex’s Web site at~~ ~~www.molex.com. As a general statement of policy, the written procedure provides:~~

“The Company is of the view that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body, while giving the Company the benefit of the familiarity and insight into the Company’s affairs that its directors have accumulated during their tenure. Accordingly, the process of the Committee for identifying nominees shall reflect the Company's practice of re-nominating incumbent directors who continue to satisfy the Committee’s criteria for membership on the Board, whom the Committee believes continue to make important contributions to the Board and who consent to continue their service on the Board.”

The NCGC will identify and/or solicit recommendations for new candidates when there is no qualified and available incumbent. The NCGC has the authority to retain a third party, such as a professional recruiter, to assist in identifying qualified candidates. Professional services of this kind have been used in the past.

~~Procedures for Shareholders Submitting Nominating Recommendations~~

~~The “Procedures for Shareholders Submitting Nominating Recommendations” are set forth in Exhibit C to the NCGC charter available on Molex’s Web site at~~ ~~www.molex.com~~. The procedures cover the timing, manner and address for submission, information concerning the recommending stockholder(s) and information concerning the proposed nominee. Shareholders may recommend candidates by writing to the Secretary of Molex at 2222 Wellington Court, Lisle, IL 60532. Among other things, the recommendation must include the following information:

Ÿ		~~Information concerning the recommending stockholders as set forth in the procedures.~~

Ÿ		~~Information concerning the proposed nominee including qualifications and any relationships he/she may have with the recommending stockholders or Molex management as set forth in the procedures.~~

Properly submitted stockholder recommendations will be evaluated with the same criteria as candidates that are recommended internally. The procedures state “Acceptance of a recommendation does not imply that the NCGC will nominate the recommended candidate.”

~~RESTRICTIONS AND OTHER CONDITIONS FOR CONTINUING BOARD SERVICE~~

~~Removal for Cause~~

~~Section 141(k) of the Delaware General Corporation Law (~~~~“§141(k)”~~) provides that directors serving on a classified board cannot be removed without cause, unless the certificate of incorporation provides otherwise. Molex’s Certificate of Incorporation does not prohibit the application of §141(k) to its board of directors. Therefore, the stockholders of Molex cannot remove incumbent directors from office without a valid reason for doing so under Delaware law.

~~Limitations on the Number of Additional Boards on Which Molex Directors May Serve~~

Aside from removal for cause, Molex has issued guidelines regarding continued service on the board of directors. Because of the increasing demands of public board service, the number of additional public company boards of directors on which Molex directors may serve is limited as follows:

Ÿ		~~Outside directors shall be limited to service on three other public company boards of directors.~~

Ÿ		~~The Chief Executive and Chief Operating Officers shall each be limited to service on two other public company boards of directors.~~

~~Change of Employment~~

Any member of the board of directors whose principal job changes is required to submit his or her resignation. Depending upon whether the change of employment is deemed to affect an individual’s qualifications or desirability to serve on Molex’s board of the directors, the board of directors, in its discretion, may accept the resignation.

~~Term Limits and Retirement~~

Molex has decided not to impose term limits or mandatory retirement requirements. Molex is in a specialized global industry that is not easily understood. The experience obtained at Molex over a prolonged period through different business cycles in the marketplace is an extremely valuable asset. It is the judgment of the board of directors that the experience acquired over a long tenure with Molex outweighs any potentially negative consequences for not having term limits or a mandatory retirement age.

~~SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS~~

~~The “Procedures for Shareholder Communications With Directors” are set forth in Exhibit D to the NCGC Charter available on Molex’s Web site at~~ ~~www.molex.com~~. The procedures set forth where to address communications and how the communications will be handled. Any communications to the Board, either as a group or to individual members, or questions regarding these procedures may be addressed to the Corporate Secretary at 2222 Wellington Court, Lisle, IL 60532.

~~Stockholder Proposals~~

In order to be considered for inclusion in our proxy materials for Molex’s 2006 Annual Stockholders’ Meeting, a stockholder proposal must be submitted to the Corporate Secretary, at the Corporate headquarter address noted above on or before May 26, 2006. 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 that are not included in our proxy materials must satisfy certain conditions including submitting notice of such nomination or proposal 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. Proxies solicited with respect to next year’s Annual Stockholders Meeting may confer discretionary authority to vote on various matters, including any matter with respect to which Molex did not receive notice by August 29, 2006.

~~COMMITTEES OF THE BOARD OF DIRECTORS~~

Molex has four committees of the board of directors. They are the Compensation Committee, the Audit Committee, the Nominating and Corporate Governance Committee and the Executive Committee. Each committee operates in accordance with a charter that can be viewed on Molex’s Web site (~~www.molex.com). Information about each committee is set forth below in the table.~~

~~Name of Committee~~ ~~and Members~~	~~Composition, Functions and Additional Information~~	~~No. of Meetings~~
~~Audit~~ Douglas K. Carnahan * ~~David L. Landsittel~~ ~~Robert J. Potter~~	The Audit Committee consists of three outside directors who are “independent” as defined by applicable Nasdaq Rules. Each member of the Audit Committee is able to read and understand fundamental financial statements and has obtained the level of financial sophistication required by the Nasdaq Rules. The Board of Directors has determined that David L. Landsittel qualifies as an “Audit Committee Financial Expert” as defined by the applicable SEC rules. This Committee oversees the creation and implementation of internal control policy, is responsible for the hiring of the outside independent auditors and the review of their findings, establishes policies relating to auditor fees, and approves any auditor fees. (See the “REPORT OF THE AUDIT COMMITTEE” on page 36) At the conclusion of every meeting, the Committee meets with the auditors without the presence of management.	~~19 meetings~~ ~~1 consent~~
~~Compensation~~ ~~Joe W. Laymon~~ ~~Masahisa Naitoh~~ Robert J. Potter *	The Compensation Committee consists of three directors who are “independent” and are “outside directors” as defined under the Nasdaq Rules, §162(m) of the Internal Revenue Code and Rule 16b-3 under the Securities Exchange Act of 1934. There are no Committee interlocks that must be disclosed under SEC Rules. This Committee has 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.	~~3 meetings~~ ~~3 consents~~
~~Nominating and~~ ~~Corporate Governance~~ ~~(“NCGC”)~~ ~~Michael J. Birck~~ ~~Michelle L. Collins~~ Edgar D. Jannotta *	The NCGC consists of outside directors who are “independent” as defined under the Nasdaq Rules. This Committee recommends the nominees or candidates for Molex’s board of directors and the different committees of the board of directors, establishes qualifications for directors and procedures for identifying and soliciting potential candidates, recommends the corporate governance guidelines, oversees the evaluation of the board of directors and its committees, and oversees the succession planning for top management.	~~2 meetings~~
~~Executive~~ ~~Michael J. Birck~~ Frederick A. Krehbiel * John H. Krehbiel, Jr. * ~~Edgar D. Jannotta~~ ~~Martin P. Slark~~	The Executive Committee acts between meetings of the full board of directors. The Executive Committee charter provides, among other things, that no action can be taken by the Executive Committee that would require a majority of independent directors. The Executive Committee customarily conducts no regularly scheduled or special meetings and takes action by written consents. ~~Pursuant to its charter, the Committee has appointed a subcommittee of three members to act in certain prescribed and specific areas.~~	~~0 meeting~~ ~~Full Committee:~~ ~~1 consent~~ ~~Subcommittee:~~ ~~3 consents~~

officer.

* Committee ChairClass III Nominees Subject to Election This Year

~~DIRECTORS’ COMPENSATION~~

~~Director Fees~~

Effective July 1, 2005, each director who is not a salaried employee of Molex receives an annual retainer of $50,000 per year for serving as a director. In addition, non-employee directors receive $3,000 for attending a regular or special board meeting, $2,000 for attending a board committee meeting, and are reimbursed for all reasonable travel and out-of-pocket expenses associated with attending such meetings. The chairmen of the committees are given an additional amount as his or her committee meeting fee in view of their increased responsibilities. The meeting fee paid to the chairmen of Compensation and Nominating and Corporate Governance Committees is $3,000 per meeting while the meeting fee for the chairman of the Audit Committee is $4,000 per meeting.

~~Prior to July 1, 2005, each director who was not a salaried employee of Molex received compensation at the rate of $35,000 per year for serving~~

EDGAR D. JANNOTTA

Edgar D. Jannotta, age 77, has served as a director ~~$2,000 for attending a regular or special board meeting or committee meeting, plus reimbursement~~ of all reasonable travel and out-of-pocket expenses associated with attending such meeting. The meeting fee paid to the chairmen of Compensation and Nominating and Corporate Governance Committees was $3,000 per meeting while the meeting fee for theMolex since 1986. Mr. Jannotta has been Chairman of ~~the Audit Committee was $4,000 per meeting.~~

~~Stock Options~~

~~Each outside~~William Blair & Company LLC, an international investment banking firm, since 2001. He has served in numerous capacities at William Blair since 1965, including Senior Director, Senior Partner and Managing Partner. Mr. Jannotta is a director ~~receives an automatic annual non-discretionary stock option grant under the 2000 Molex Incorporated Incentive Stock Option Plan (the~~ of Aon Corporation.

~~“2000 ISO Plan”~~JOHN H. KREHBIEL, JR.~~) that expired June 30, 2005. The 2000 ISO Plan is being replaced by the proposed 2005 Molex Incentive Stock Option Plan (see page 26) that~~

John H. Krehbiel, Jr., age 71, has substantially the same terms as the 2000 ISO Plan. These grants occur as of the date of the Annual Stockholders’ Meeting with an exercise price equal to the fair market value of the Class A Common Stock on such 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 gr ant:

~~(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 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, the Compensation Committee chooses one or more outside independent sources.

Notwithstanding the foregoing, the number of shares subject to the annual option given to each outside director under the 2000 ISO Plan cannot exceed 3,000 shares or an amount whose fair market value on the date of grant is $100,000. Because the these financial goals were not achieved for the fiscal year just ended, the number of shares subject to the option that will be granted to the outside directors with respect to such year will be determined by multiplying 200 by the number of years of service or fraction thereof.

~~Deferred Compensation Plan~~

Each director is eligible to participate in The Molex Incorporated Deferred Compensation Plan and the newly adopted 2005 Molex Outside Directors’ Deferred Compensation Plan under which he or she may elect on a yearly basis to defer all or a portion of the following year’s compensation. A participant may elect to have the amount deferred (1) accrue interest during each calendar quarter at a rate equal to the average six month Treasury Bill rate in effect at the beginning of each calendar quarter, or (2) credited as phantom stock “units” whereby each unit is equal to one share of Common Stock. The cumulative amount that is deferred for each participating director is subject to the claims of the general creditors of Molex. Upon termination of serviceserved 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.~~

~~CODE OF ETHICS AND CONDUCT~~

Molex ~~has adopted a Code of Ethics and Conduct (the~~ ~~“Code”~~~~). The full text of the Code can be found on Molex’s Web site at~~ ~~www.molex.com~~. The Code applies not only to the executive and financial officers, but also to all employees and the members of the board of directors. Molex intends to post any amendments to or waivers from the Code on its Web site.

~~PROPOSAL NO. 1: ELECTION OF DIRECTORS~~

~~The following information is provided with respect to all of the members of the board of directors:~~

~~DIRECTORS WHO ARE SUBJECT TO ELECTION THIS YEAR~~

The triennial election of the Class III members of the board of directors consisting of four directors will take place at this meeting. Each Class III director will serve for three years until the 2008 annual stockholders meeting, or until his successor shall be elected and shall qualify. In addition to the Class III directors, a new Class I directorsince 1966. Mr. Krehbiel has been nominated to serve for one year until 2006 when all of the Class I directors are subject to election. The voting persons named in the enclosed proxy card 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 Board of Directors recommends a vote “FOR” the election of each of the following nominees.~~

~~Class III Directors~~

~~John H. Krehbiel, Jr.~~^(a) — Co-Chairman of the Board ~~of Molex.~~^(b) ~~Director~~ since ~~1966~~^(c) ~~and member of the Executive Committee. Age 68.~~

~~President of Molex 1975-1999 and Chief Operating Officer 1996-1999. Mr. Krehbiel became Co-Chairman in~~1999. From 1999 ~~and~~to 2001, he served as Co-Chief Executive Officer of Molex. From 1996 to 1999, he served as Chief Operating Officer, and from 1975 to 1999, he served as President of Molex.

DONALD G. LUBIN

Donald G. Lubin, age 74, has served as a director of Molex since 1994. Mr. Lubin is a partner of the law firm Sonnenschein Nath & Rosenthal LLP. He has been a partner since 1964 and was Chairman from 1990 to ~~2001.~~

1996.

ROBERT J. POTTER

Robert J. Potter, — age 75, has served as a director of Molex since 1981. Dr. Potter has been President and Chief Executive Officer of ~~R. J.~~R.J. Potter Company, ~~(consulting business). Director~~a business consulting firm, since ~~1981. Chairman of the Compensation Committee and member of the Audit Committee. Age 72.~~

~~Prior~~1990. From 1987 to ~~founding R. J. Potter Company in~~ 1990, Dr. Potter was President and Chief Executive Officer of Datapoint Corporation, ~~(local area networks, video teleconferencing and computer systems) from 1987 to 1990.~~a leader in network-based data processing. Dr. Potter ~~serves on the board~~is a director of ~~directors of Cree, Inc. and~~ Zebra Technologies Corporation.

~~Edgar D. Jannotta~~YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE ~~— Investment banker~~

Class I Directors Continuing in Office until the 2009 Annual Meeting of Stockholders

MICHELLE L. COLLINS

Michelle L. Collins, age 48, has served as a director of Molex since 2003. Ms. Collins has been President of MC Advisory LLC and ~~Chairman~~Advisory Board Member of Svoboda Capital Partners LLC since 2007. Ms. Collins was a co-founder of Svoboda Collins LLC, a private equity firm, where she served as Managing Director from 1998 to 2007. From 1992 to 1997, Ms. Collins was a principal at William Blair & Company, LLC. ~~(securities~~Ms. Collins is a director of Columbia Acorn and ~~investment banking). Director since 1986. Chairman of the Nominating and Corporate Governance Committee and member of the Executive Committee. Age 74.~~

In 1959, Mr. Jannotta joined William Blair & Company, serving in various capacities including Managing Partner (1977-1995), Senior Partner (1995-1996), Senior Director (1996-2001), and Chairman (2001-). During the last five years, William Blair & Company, LLCWanger Advisors Trusts.

FRED L. KREHBIEL

Fred L. Krehbiel, age 43, has ~~performed investment banking services for Molex. Mr. Jannotta serves on the board of directors of Bandag, Incorporated, Aon Corporation and Exelon Corporation.~~

~~Donald G. Lubin~~ ~~— Partner of Sonnenschein Nath & Rosenthal LLP (private law practice). Director since 1994. Age 71.~~

~~Mr. Lubin joined Sonnenschein Nath & Rosenthal LLP in 1957, has been~~served as a ~~partner since 1964 and was Chairman from 1990 to 1996. Sonnenschein Nath & Rosenthal LLP is one of Molex’s outside law firms that has performed services on behalf~~director of Molex since ~~1987.~~1993. Since 1988, he has served in various engineering, marketing and managerial positions with Molex. Mr. ~~Lubin~~Krehbiel has been Vice President, Product Development and Commercialization for Molex’s Global Commercial Products Division since July 2007. From 2003 to 2007, he was President, Connector Products Division (Americas), and from 2002 to 2003, he served ~~on the board of directors of McDonald’s Corporation from 1967 to 2004.~~as President, Automotive Division (Americas).

~~New Class I Director Subject to Election This Year~~

DAVID L. LANDSITTEL

David L. Landsittel, ~~— Independent~~ age 68, has served as a director of Molex since 2005. Mr. Landsittel is an independent consultant to accounting firms and others on auditing and financial reporting matters. ~~Director since July 2005 and member of the Audit Committee. Age 65.~~

~~Mr. Landsittel has 34 years of experience in public accounting and~~He previously served as Chairman of the Auditing Standards Board of the American Institute of Certified Public Accountants. From 1963 to 1997, Mr. Landsittel served as an auditor in various positions with Arthur Andersen ~~LLP, including Managing Director and other functional leadership positions, and served as engagement partner on larger commercial accounts. Since 1997,~~LLP. Mr. Landsittel is a Trustee of Burnham Investors Trust.

JOE W. LAYMON

Joe W. Laymon, age 55, has ~~worked as an independent consultant with respect to auditing and financial reporting matters. Mr. Landsittel also serves~~served as a director of ~~American Express Bank, Ltd., a subsidiary of American Express Co.,~~Molex since 2002. He resigned from the Board in 2006 and ~~as a trustee of Burnham Investors Trust, a registered management investment company.~~

~~CLASS I DIRECTORS WHOSE TERM EXPIRES 2006~~

~~Fred L. Krehbiel~~^(a) —was re-elected in January 2008. Mr. Laymon has been Corporate Vice President of ~~the Connector Products Division (Americas).~~^(b) ~~Director~~Human Resources at Chevron Corporation since ~~1993. Age 40.~~

~~Mr. Krehbiel worked at Molex since 1988 in various engineering, marketing and managerial capacities.~~March 2008. Prior to ~~his current position, he served as the President of the Automotive Division (Americas) from 2000-2003.~~

~~Douglas K. Carnahan~~ ~~— Retired former executive of Hewlett-Packard Company (computers, computer peripherals and instrumentation). Director since 1997 and Chairman of the Audit Committee. Age 64.~~

that, Mr. Carnahan joined Hewlett-Packard in 1968 and served in several diverse positions in manufacturing, engineering and management. He served as General Manager of the Printing Systems Group from 1989-1993 andLaymon was elected Vice President in 1992. From 1994-1998, Mr. Carnahan was General Manager of the Measurement Systems Organization. In 1996, he was elected Senior Vice President. Mr. Carnahan continued managing the Measurement Systems Organization that included Hewlett-Packard’s analytical, medical, components and information storage businesses until he retired in 1998.

~~Joe W. Laymon~~ — Group Vice President, Corporate Human Resources &and Labor Affairs offor Ford Motor Company ~~(automobile manufacturer). Director since 2002 and member of the Compensation Committee. Age 52.~~

After working for the U.S. State Department-Agency for International Development, Mr. Laymon held various human resource positions at Xerox Corporation (1979-1996) and Eastman Kodak Company (1996-2000). He joined Ford Motor Company in Marchfrom 2004 to 2008. From 2000 ~~as the~~to 2004 he was Executive Director ~~(2000-2001) and then Vice President (2001-2004)~~ of Human Resources ~~Business Operations before assuming his present position~~for Ford.

JAMES S. METCALF

James S. Metcalf, age 50, has served as a director of Molex since September 2008. Since 2006, he has been the President and Chief Operating Officer of USG Corporation, a leading manufacturer and distributor of building materials and products used in ~~2004.~~certain industrial processes. Mr. Metcalf joined USG in 1980 and has held numerous executive positions including, Executive Vice President, and President, Building Systems from 2002 to 2006; President and Chief Executive Officer, L&W Supply from 2000 to 2002; and Executive Vice President and Chief Operating Officer, L&W Supply from 1999 to 2000.

Class II Directors Continuing in Office until the 2010 Annual Meeting of Stockholders

MICHAEL J. BIRCK

Michael J. Birck, age 70, has served as a director of Molex since 1995. He ~~serves on~~is the ~~board~~co-founder of Tellabs, Inc., a telecommunications equipment company. He has been Chairman of Tellabs since 2000. He was the Chief Executive Officer of Tellabs from 2002 to 2004, and Chief Executive Officer and President from 1975 to 2000.

FREDERICK A. KREHBIEL

Frederick A. Krehbiel, age 67, has served as a director of Molex since 1972. Mr. Krehbiel has been Co-Chairman of the Board since 1999. From 1988 to 1999 he served as Vice Chairman and Chief Executive Officer, and as Chairman from 1993 to 1999. From 1999 to 2001 he served as Co-Chief Executive Officer and as Chief Executive Officer from 2004 to 2005. Mr. Krehbiel is a director of DeVry Inc. and Tellabs, Inc.

KAZUMASA KUSAKA

Kazumasa Kusaka, age 60, has served as a director of Molex since 2007. Mr. Kusaka has been an Executive Advisor to Dentsu Inc., a leading Japanese advertising agency, since November 2006, and the President of Japan Cooperation Center for the Middle East since 2007. Prior to this, Mr. Kusaka held various high-level positions with the government of Japan, including Vice Minister for International Affairs, Head of the Agency for Natural Resources and Energy, and Director-General of the Trade Policy Bureau of the Ministry of Economy, Trade and Industry.

MARTIN P. SLARK

Martin P. Slark, age 53, has served as a director of Molex since 2000. Mr. Slark has been Vice Chairman and Chief Executive Officer since 2005. From 2001 to 2005, he served as President and Chief Operating Officer. From 1999 to 2001, he served as Executive Vice President. Mr. Slark is a director of Hub Group, Inc. and Liberty Mutual.

CORPORATE GOVERNANCE

Board Independence

The Board of Directors has assessed the independence of the directors in light of ~~DTE Energy Co.~~

the listing standards of NASDAQ and the more stringent independence test established by the Board. The Board has determined that the following directors are independent: Michael J. Birck, Michelle L. Collins, ~~— Managing Director~~ Edgar D. Jannotta, Kazumasa Kusaka, David L. Landsittel, Joe W. Laymon, James S. Metcalf and Robert J. Potter. Donald G. Lubin has determined that he is not independent in light of ~~Svoboda, Collins LLC (private equity firm). Director since 2003~~his long-standing role as a legal advisor to Molex and ~~member~~the Krehbiel family, and the Board agrees with Mr. Lubin’s determination.

Under the Board’s independence requirement, a director cannot be affiliated with a business organization that either paid or received payments to or from us during any one of the past three fiscal years that exceed the greater of 2% of the recipient’s gross revenues for that year or $200,000. In assessing independence, the Board reviewed transactions and relationships of the directors based on information provided by each director, our records and publicly available information. The relationships and transactions reviewed by the Board included the following:


	•	Mr. Birck is the Chairman of Tellabs which is a Molex customer. The Board reviewed Molex’s sales to Tellabs during FY08 and determined that this relationship does not affect Mr. Birck’s status as an independent director;

	•	Mr. Jannotta is the Chairman of William Blair which provides investment banking services to Molex. The Board reviewed the amount of fees paid to William Blair for such services during FY08 and determined that this relationship does not affect Mr. Jannotta’s status as an independent director;

	•	Mr. Laymon was previously Group Vice President, Corporate Human Resources, at Ford Motor Company which is a Molex customer. The Board reviewed Molex’s sales to Ford during FY08 and determined that this relationship does not affect Mr. Laymon’s status as an independent director.

	•	From time to time, we make charitable contributions to organizations with which a non-employee director has an affiliation. The Board reviewed all such charitable contributions and determined that they did not affect the independent status of any non-employee director.

Board and Committee Information

The Board of Directors held nine meetings during FY08 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. The Board expects all directors to attend the annual meeting of stockholders barring unforeseen circumstances. All then-members of the Board were present at the 2007 annual meeting of stockholders. The non-employee directors meet in regularly scheduled executive sessions without management present. The Chairman of the Nominating and Corporate Governance Committee presides at these executive sessions.

The Board has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee. ~~Age 45.~~

The charters of each of these committees are posted on our Web site,www.molex.com, on the Investor Relations page under Corporate Governance.

The Audit Committee consists of Mr. Landsittel (Chairman), Ms. Collins ~~co-founded Svoboda Collins LLC~~and Dr. Potter. The Board has determined that each of the members of the Audit Committee is independent under the listing standards of NASDAQ, and that Mr. Landsittel is an “audit committee financial expert” as defined by SEC regulations. All members of the Audit Committee meet the NASDAQ composition

requirements, including the requirements regarding financial literacy and financial sophistication. The functions of the Audit Committee are described under “Audit Committee Report.” During FY08 the Audit Committee met nine times.

The Compensation Committee consists of Dr. Potter (Chairman) and Messrs. Landsittel and Laymon. The Board has determined that each of the members of the Compensation Committee is independent under the listing standards of NASDAQ. The Compensation Committee is responsible for establishing executive compensation policies and overseeing executive compensation practices. The roles and responsibilities of the Compensation Committee, management and the compensation consultants are described in ~~1998. From 1992-1997,~~greater detail in the “Compensation Discussion and Analysis.” The Compensation Committee is authorized to delegate responsibilities to subcommittees when appropriate but has not done so. During FY08 the Compensation Committee met three times.

The Nominating and Corporate Governance Committee consists of Mr. Jannotta (Chairman), Mr. Birck, Ms. Collins ~~was a partner in~~and Mr. Metcalf. The Board has determined that each of the ~~Corporate Finance Department~~members of ~~William Blair & Company, LLC. Ms. Collins serves on~~ the ~~board~~Nominating Committee is independent under the listing standards of ~~directors~~NASDAQ. The Nominating Committee oversees the corporate governance and Board membership matters and monitors the independence of ~~CDW Corporation.~~

~~CLASS II DIRECTORS WHOSE TERM EXPIRES 2007~~

the Board. The Nominating Committee also determines Board membership qualifications, selects, evaluates and recommends to the Board nominees for election to the Board, and reviews the performance of the Board. During FY08 the Nominating Committee met twice.

The Executive Committee consists of Frederick A. Krehbiel^(a) ~~— Co-Chairman~~ (Co-Chairman), John H. Krehbiel, Jr. (Co-Chairman), and Messrs. Birck, Jannotta and Slark. The Executive Committee has all the powers and authority of the Board ~~of Molex.~~^(b) ~~Director since 1972~~ ^(c) ~~and member~~in the management of the business and affairs, except with respect to certain enumerated matters including Board composition and compensation, changes to our charter documents, or any other matter expressly prohibited by law or our charter documents. Pursuant to its charter, the Executive ~~Committee. Age 64.~~Committee has appointed a subcommittee consisting of Frederick A. Krehbiel, John H. Krehbiel, Jr. and Martin P. Slark to act in certain prescribed and specific areas. During FY08 the Executive Committee did not meet but it acted several times by unanimous written consent.

Corporate Governance Principles

The Board of Directors, at the recommendation of the Nominating and Corporate Governance Committee, has adopted certain principles relating to corporate governance matters.


	–	Process for Identifying Board Candidates

The Nominating and Corporate Governance Committee maintains, with the approval of the Board, certain criteria and procedures relating to the identification, evaluation and selection of candidates to serve on the Board. The minimum criteria sought by the Board for candidates as directors are described in the Board’s “Criteria for Membership on the Board of Directors.” In addition, the Nominating Committee has established “Procedures for Identifying and Evaluating Candidates for Director.” Each of these documents is posted on our Web site,www.molex.com, on the Investor Relations page under Corporate Governance. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders provided that appropriate notice is given.


	–	Stockholder Proposals and Nominations

Pursuant toRule 14a-8 under the federal securities laws, stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders. To be eligible for inclusion in our 2009 proxy statement, your proposal must be received by us no later than May 14, 2009, and must otherwise comply withRule 14a-8. While the Board will consider stockholder proposals, it reserves the right to omit from our proxy statement stockholder proposals that it is not required to include.

Under our Bylaws, in order to nominate a candidate for election to the Board or bring any other business before the stockholders at an annual meeting that will not be included in our proxy statement

~~Mr. Krehbiel was elected Vice Chairman~~

you must comply with certain procedures. Consistent with our Bylaws, the Nominating and Corporate Governance Committee has adopted “Procedures for Stockholders Submitting Nominating Recommendations,” a copy of which is included in this Proxy Statement asAppendix I. Stockholders who desire to nominate a candidate for election to the Board must follow these procedures. As to any other business that a stockholder proposes to bring before an annual meeting, other than nominations, the Bylaws provide that a stockholder’s notice must include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of the stockholder making the proposal.

In order to propose a nomination or some other item of business for the 2009 annual meeting of stockholders that will not be included in our proxy statement, you must notify us in writing and such notice must be delivered to the Secretary no earlier than August 3, 2009, and no later than September 2, 2009. You may write to our Secretary at 2222 Wellington Court, Lisle, Illinois 60532 to deliver the notices discussed above and for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals.


	–	Outside Board Memberships

In recognition of the increasing demands of board service, the Board has limited the number of public company boards on which our directors and executive officers may serve as follows: (i) non-employee directors are limited to service on three other public company boards; (ii) the Chief Executive Officer ~~in 1988~~ and ~~Chairman~~Chief Operating Officer are limited to service on two other public company boards; and (iii) all other executive officers (other than the Co-Chairmen) are limited to service on one other public company board.


	–	Change in Director Occupation

When a director’s principal occupation or business association changes substantially during his or her tenure as a director, that director is required to tender his or her resignation for consideration by the Board. The Board will determine whether any action should be taken with respect to the resignation.


	–	Stockholder Communication with the Board

Our annual meetings provide an opportunity each year for stockholders to ask questions of, or otherwise communicate directly with, members of the Board ~~of Directors~~on appropriate matters. In addition, stockholders may communicate in 1993. He became Co-Chairman in 1999 and served as Co-Chief Executive Officer from 1999-2001. He briefly served as Chief Executive Officer from 2004-2005. Mr. Krehbiel serves on the board of directors of Tellabs, Inc. and DeVry Inc.

~~Masahisa Naitoh~~ ~~— Chairman and CEO of The Institute of Energy Economics, Japan (private think tank). Director since 1995 and member of the Compensation Committee. Age 67.~~

~~During the last five years, Mr. Naitoh has been associated~~writing 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 different positions. From 1997-2003, he worked for Itochu Corporation, a Japanese global trading firm, first as a Senior Managing Director (1997-1998), then as Executive Vice President (1998-2000), and finally as Executive Vice Chairman (2000-2003). Mr. Naitoh also serves on the board of directors of E. I. DuPont de Nemours and Company.

~~Michael J. Birck~~ ~~— Chairman~~any particular director, any committee of the Board, or the directors as a group by following the “Procedures for Stockholder Communications with Directors” included in this Proxy Statement asAppendix II.

COMPENSATION OF DIRECTORS

We use a combination of ~~Tellabs, Inc. (telecommunications equipment). Director since 1995~~cash and ~~member~~stock-based incentives to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend to fulfill their duties, the skill-level required of the ~~Executive~~members of the Board, as well as competitive practices among peer companies. Employee directors do not receive additional compensation for their service on the Board.

Director Fees

Each non-employee director receives: (i) an annual retainer of $60,000; (ii) $3,000 for each board meeting attended; and (iii) $2,000 for each committee meeting attended. The non-employee director chairs of the committees receive higher meeting fees in view of their increased responsibilities: the chair of each of the Compensation Committee and the Nominating and Corporate Governance ~~Committee. Age 67.~~

~~Mr. Birck~~Committee is ~~a founder of Tellabs, Inc.~~paid $3,000 per committee meeting attended, and ~~was its President and Chief Executive Officer from its inception in 1975 until 2000 and from 2002 to 2004. Mr. Birck has held~~ the ~~title of Chairman~~chair of the ~~Board of Tellabs since its founding to the present time.~~Audit Committee is paid $4,000 per committee meeting attended. In addition, ~~to serving on the board of~~non-employee directors ~~of Tellabs, Inc., he also serves on the board of Illinois Tool Works Inc.~~

~~Martin P. Slark~~ ~~— Vice Chairman and Chief Executive Officer of Molex.~~^(b) ~~Director since 2000 and member of the Executive Committee. Age 50.~~

Mr. Slark has worked at Molex since 1976 filling various administrative, operational and executive positions both internationally and domestically. Prior to his current position, he served as Executive Vice President from 1999-2001 and President and Chief Operating Officer from 2001 until he assumed his current position effective July 1, 2005. Mr. Slark serves on the board of directors of Hub Group, Inc.

~~______________~~


~~(a)~~		Frederick A. Krehbiel and John H. Krehbiel, Jr. are brothers and Fred L. Krehbiel is the son of John 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.~~

~~PROPOSAL 2: ADOPTION OF THE AMENDED AND RESTATED 1998 MOLEX STOCK OPTION AND RESTRICTED STOCK PLAN~~

~~OVERVIEW OF THE PLAN~~

~~Background~~

~~On October 23, 1998, the board of directors of Molex (the~~ ~~“Board”~~~~) adopted The 1998 Molex Incorporated Stock Option Plan (the~~ ~~“1998 Plan”~~). The 1998 Plan has never been brought before the stockholders for approval. A copy of the 1998 Plan document (as amended and restated effective as of January 1, 2005) is attached at the end of this proxy statement as ~~Appendix A~~~~. The 1998 Plan is primarily used to grant discounted options (below fair market value) to employees who~~ are ~~neither executive officers nor directors.~~

~~On October 22, 2004, the American Jobs Creation Action Act of 2004 was enacted, which added new §409A to the Internal Revenue Code of 1986, as amended (~~~~“§409A”~~). Under §409A, the vesting and exercise of discounted options under the 1998 Plan could result in unexpected and punitive tax consequences to the employees. In order to comply with §409A, the 1998 Plan is required to be amended by December 31, 2005. Accordingly, on July 29, 2005 the Board, subject to stockholder approval, amended and restated the 1998 Plan effective as of January 1, 2005.

~~In view of the foregoing, the amended and restated the 1998 Plan is designed to do the following:~~

Ÿ		~~Change the title of the 1998 Plan to The 1998 Molex Stock Option and Restricted Stock Plan.~~
Ÿ		~~Extend the term of the 1998 Plan from June 30, 2009 to October 31, 2009.~~
Ÿ		Give the Committee that administers the 1998 Plan the discretionary authority to grant restricted stock awards, vest options with greater latitude to certain employees who leave the Company pursuant to a termination agreement, and issue net shares upon exercise taking out the tax withholding and the exercise price from the gross amount of shares.
Ÿ		Provide for the automatic distribution of net shares (gross shares less the value of the aggregate exercise price and withholding tax) to an optionee subject to U. S. tax laws upon vesting of his/her options.
Ÿ		~~Provide transition rules for calendar year 2005 and thereafter in order to comply with §409A.~~

~~Purpose of the 1998 Plan~~

The purpose of the 1998 Plan is to induce employees to remain in the employ of Molex and to encourage such employees to secure or increase on reasonable terms their ownership of Molex Class A Common Stock (the ~~“Stock”~~). The Company believes the 1998 Plan will promote continuity of management and increase incentive and personal interest in the welfare of the Company by those who are primarily responsible for shaping, carrying out the long-range plans of the Company and securing its continued growth and financial success

~~Vote Necessary to Adopt the Proposal~~

Adoption of this proposal will require the affirmative vote of 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 the holders of the majority of the shares of the Class B Common Stock entitled to vote and present either in person or by proxy, voting as a class. Directors and officers of Molex control approximately 40.4% of the outstanding Common Stock and approximately 97.1% of the outstanding Class B Common Stock entitled to vote. The directors and officers intend to vote for this proposal. Abstentions will have the same effect as a vote against the proposal. Broker “non-votes” will not be considered entitled to vote as to this matter and will have no effect on the adoption of the amendment and restatement.

~~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.~~

~~GENERAL PLAN INFORMATION~~

~~The following is a description of the material provisions of the 1998 Plan. The description is qualified in its entirety by reference to the full 1998 Plan document appended to this proxy statement as~~ ~~Appendix A~~.

~~Duration of the Plan~~

~~Subject to stockholder approval, the amended and restated 1998 Plan will be effective on January 1, 2005 and terminate on October 31, 2009, unless terminated earlier by the Board.~~

~~Administration~~

~~A committee (the~~ ~~“Committee”~~) consisting of at least two members appointed by the Board will administer the 1998 Plan. The Committee has discretionary authority in making awards and providing policies and procedures regarding the implementation in accordance with the terms and conditions of the 1998 Plan including determining the following:

Ÿ		~~persons who receive awards;~~
Ÿ		~~type and size of each award and the number of shares of Stock covered by each award;~~
Ÿ		~~restrictions applicable to each award;~~
Ÿ		~~interpretation, establishment, amendment, suspension or waiver of any rule relating to the 1998 Plan; and~~
Ÿ		~~any other action that may be necessary or advisable for administering the 1998 Plan.~~

~~All determinations, interpretations and other decisions of the Committee with respect to the 1998 Plan or any award granted thereunder are final, conclusive and binding.~~

~~Stock Reserved Under the Plan~~

There are 12,500,000 shares of Stock shares reserved for issuance under the 1998 Plan subject to adjustment more fully discussed under the heading entitled “Adjustment of the Number of Shares”. The Stock issued under the 1998 Plan may be treasury shares purchased on the open market or otherwise, authorized but unissued shares, or reacquired shares. The shares already granted as of September 2, 2005 is 6,102,408 leaving 6,397,592 shares remaining that could be granted. As of September 2, 2005 the closing price of a share of Stock was $25.46.

~~Eligibility~~

Any employee of Molex or any affiliate company of Molex is eligible to participate in the 1998 Plan. Employees who are specifically excluded from participating in the 1998 Plan include the following: executive officers, directors and key employees under §409A.

~~Types of Grants/Awards~~

~~There are two types of grants/awards under the 1998 Plan. They are:~~

Ÿ		~~A nonqualified stock option (~~~~“NQSO”~~~~) that is granted at any percentage of the fair market value of the Stock on the date of grant including 0%.~~
Ÿ		~~A restricted stock award that is awarded at no direct monetary cost to the participant.~~

~~Amendment or Termination of the Plan~~

~~The Board may at any time, or from time to time, amend or terminate the 1998 Plan in any respect; provided, however, that the 1998 Plan may not be amended in any way that will:~~

Ÿ		~~require stockholder approval, if required under the applicable SEC and/or Nasdaq rules; or~~
Ÿ		~~adversely affect the rights of any Participant with respect to any previous or outstanding grant/award as of the later of the date such amendment is adopted or becomes effective.~~

~~TERMS AND CONDITIONS OF THE GRANT/AWARD~~

~~Vesting~~

~~Subject to the terms of the 1998 Plan, a grantee may exercise that part of his or her option that is~~ ~~“vested”~~ or ~~“exercisable”~~ ~~according to a~~ ~~“vesting schedule.”~~ ~~All vesting schedules start with an~~ ~~“initial waiting period”~~ ~~during which no shares are~~ ~~“vested”~~ or ~~“exercisable.”~~ Then, depending upon the vesting schedule, all or a specified portion of the shares subject to the option grant or restricted stock award are vested and may be acquired. The Committee determines the vesting schedule (which may not be the samereimbursed for all ~~participants or for all grants/awards). There are four general types of vesting:~~reasonable travel and out-of-pocket expenses associated with attending Board and committee meetings and continuing education seminars.

~~“Typical Vesting.”~~ ~~The~~ ~~“initial waiting period”~~ ~~is one year and is vested in 25% increments during each of the succeeding 4 years, each commencing with the anniversary of the grant/award. The right to acquire Stock is~~ ~~“cumulative”~~. This means that, in any given year, a grantee may acquire those shares he or she could have acquired in a previous year, but did not, provided that the option/award has not terminated or expired. All options/awards are subject to the Typical Vesting schedule unless otherwise specified in the option/award agreement.

~~“Other Vesting.”~~ ~~After the~~ ~~“initial waiting period,”~~ a grantee may exercise an option or become vested in shares under a restricted stock award in amounts and at times determined by the Committee at the date of grant/award, provided that the time in which an option/award becomes 100% vested cannot exceed 8 years from the date of grant. The vesting schedule is solely within the discretion of the Committee and may vary from option grant to option grant and restricted stock award to restricted stock award.

~~“Accelerated Vesting.”~~ Upon the occurrence of certain events, the vesting schedule of an option/award that has not expired and is not fully (i.e., 100%) vested will accelerate to become immediately 100% vested regardless of the vesting schedule. The events causing accelerated vesting are as follows:

~~(1)~~		~~death;~~
~~(2)~~		~~total disablement;~~
~~(3)~~		retirement, but only if: the grantee is at least 59½ years old and has been employed by the Company (or any of its affiliated companies) for 15 years; and the Committee determines that the reason for termination is for retirement;
~~(4)~~		~~the grantee has reached age 55 and has accepted a termination pursuant to a planned reduction in force contained in a written program.~~

~~“Modified Accelerated Vesting.”~~ ~~Upon the occurrence of certain events, the vesting schedule of an option that has not expired and is not fully (i.e., 100%) vested will accelerate to the extent set forth below if~~

~~(1)~~		~~the grantee was employed 20 years or the Committee finds that the grantee is a key employee; and~~
~~(2)~~		~~employment was terminated pursuant to a written agreement that has a given term during which the grantee has agreed to certain obligations in favor of the Company.~~

If all the conditions set forth above have been satisfied, the unvested shares of each of the grantee’s outstanding options shall vest during the term of the agreement in any manner and in any amounts (or not at all) that the Committee, in its sole discretion, shall deem appropriate, but not later than the date when the shares of each particular option would have otherwise vested.

~~Expiration or Termination of Option/Award~~

No option grant or restricted stock award can provide for exercise or distribution more than 1 year from the date that an option/award becomes 100% vested. If employment is terminated prior to the expiration date, the option/award will terminate the earliest of:

Ÿ		~~the date of expiration set when such option/award was granted; or~~
Ÿ		~~one year after one of the events causing accelerated vesting; or~~
Ÿ		~~one year after the shares of an option/award become 100% vested after modified accelerated vesting; or~~
Ÿ		the end of the month following the month in which a grantee’s employment is involuntarily terminated for any reason except for misconduct or events causing accelerated or modified accelerated vesting; or
Ÿ		~~the day of a grantee’s voluntary termination not covered by the above provisions or termination due to misconduct.~~

~~Exercise/Distribution of Option/Award Shares~~

~~The exercised option shares may be paid in one of three ways: by cash; or by a~~

~~“stock swap”~~ ~~or by the~~ ~~“net share issuance”~~~~. For a stock swap, the grantee would tender already owned Common~~ Stock or Class A Common Stock as all or part of the aggregate option purchase price valued at the closing price on the date of exercise as reported by the Wall Street Journal. A net share issuance is similar to a stock swap in that an amount of shares equal to the exercise and withholding tax is netted against the gross amount of shares exercised. Only the amount of shares remaining after such deductions is given to the grantee.

The restricted stock award shares are distributed on the vesting dates according to the vesting schedule. No consideration is due from the employee other than employment at Molex or any of its subsidiaries and affiliates at the time of distribution.

~~Special Transition Rules~~

Notwithstanding the explanation of vesting and exercisability of stock options described above, in order to comply with §409A, the 1998 Plan has special vesting and exercise requirements for options subject to §409A. In particular, all options that vests in 2005 must be exercised by December 1, 2005 or they will automatically be exercised on that date with the payment of net shares being made as soon as practicable. All options vesting on or after January 1, 2006 will automatically be exercised on the option’s vesting date.

~~Adjustment of the Number of Shares and Exercise Price~~

Under certain circumstances, the number of shares subject to any option or restricted stock award and the number of shares reserved for issuance under the 1998 Plan (but not yet covered by an option or restricted stock award) will be adjusted. These circumstances include the following: stock dividend; stock split; reorganization; recapitalization or any other capital change that the Committee deems to require an equitable adjustment. If the number of shares subject to any option is adjusted for any reason, the option price for each share will be adjusted such that the price per share multiplied by the number of shares remains the same both before and after the adjustment.

~~No adjustment will require Molex to sell a fractional share. The total substitution or adjustment with respect to each grant/award agreement will be limited accordingly.~~

~~RESTRICTIONS REGARDING GRANTS/AWARDS AND THE COVERED SHARES~~

~~Transfer~~Options

Any option granted or restricted stock award awarded under the 1998 Plan cannot be transferred and can only be acquired by the grantee during his or her life. If the grantee should die while still employed by the Company or any of its subsidiaries, the option and/or restricted stock award, to the extent it could have been acquired by the grantee on the date of death, may be acquired by the personal representative (executor or administrator) within one year after the date of death. However, no such acquisition can occur later than one year from the date the option or restricted stock award becomes 100% vested.

~~Sale of Stock Acquired Under the Plan~~

~~The shares covered by the 1998 Plan have been registered under The Securities Act of 1933 (the~~ ~~“Securities Act”~~~~) and will be freely tradable if held by non-affiliates. If the shares to be sold are held by~~Each non-employee director receives an ~~affiliate (as defined by SEC Rule 144), the shares may be sold subject to the conditions and limitations set forth in Rule 144.~~

~~FEDERAL INCOME TAX EFFECTS OF THE PLAN~~

The following discussion is only a summary of the U.S. federal income tax consequences of options under the 1998 Plan and does not cover the U.S. federal income tax effects if the described conditions are not met. The following discussion does not purport to be complete and does not describe state, local or foreign tax law.

~~For the purposes of the discussion relating to U.S. tax consequences, the following definitions will apply: The~~ ~~“date of grant”~~ ~~is the date that appears in the award agreement. The~~ ~~“date of exercise”~~ ~~is the date when the grantee pays the Company for the shares purchased pursuant to an option or acquires shares of stock pursuant to a restricted stock award. The~~ ~~“date of sale”~~ ~~is the date that the grantee has agreed to deliver stock (originally purchased pursuant to an option) to a subsequent third party purchaser, usually a stockbroker.~~ ~~“Aggregate option price”~~ ~~is the total amount of money which the grantee paid the Company in order to exercise a particular portion of an option.~~ ~~“Aggregate fair market value”~~ ~~is the total fair market value of the shares acquired under the 1998 Plan.~~

~~U.S. Tax Consequences When an Option/Restricted Stock Award Is Granted~~

~~Under the present federal income tax laws, there is no taxable income recognized when a~~annual automatic non-discretionary stock option is granted at 100% of fair market value or restricted stock award awarded subject to vesting at a future date. No deduction is available to the Company when a stock option or restricted stock award is granted.

~~U.S. Tax Consequences When an Option/Award Is Acquired~~

~~NQSOs - Ordinary Tax.~~ An exercise of any portion of a NQSO results in additional ordinary income for federal income tax purposes in the calendar year of exercise. The amount of additional ordinary income in any given year of exercise is equal to the aggregate fair market value on the date of exercise less the aggregate option price paid for the number of shares received. Molex is allowed a deduction equal to the amount recognized by the grantee as additional ordinary income.

~~Restricted Stock Award Shares - Ordinary Tax.~~ The vesting of any portion of a restricted stock award results in the recognition of additional ordinary income for federal income tax purposes in the calendar year of vesting equal to the fair market value of the shares received on the date of vesting. The Company is allowed a deduction equal to the amount recognized by the grantee as additional ordinary income.

~~Distribution of Stock~~grant under the 1998 Plan may be subject to income tax withholding, and the Company is obligated to collect the tax applicable to such income. The Committee may, in its discretion, satisfy that tax obligation by withholding from the shares to be delivered in connection with the award a number of shares having a value equal to the minimum statutory federal income tax withholding, plus state, if applicable, and payroll taxes. The value of each share to be withheld will be the fair market value of a share of Stock at the time the restricted stock award becomes vested.

~~U.S. Tax Consequences When Shares Acquired Under the Plan Are Sold~~

Upon the sale of the shares of Stock acquired upon exercise of an option, the excess of the aggregate selling price over the aggregate tax basis will be taxable as a capital gain (or loss). Such capital gain (or loss) will be long-term if the shares have been held for more than 12 months after the date a grantee becomes subject to taxation with respect to the acquisition, and short-term if the shares have been held for less than that period. The holding period for purposes of determining whether the capital gain (or loss) is a long-term or short-term gain (or loss) commences on the date of the acquisition of the shares. This amount must be reported for the calendar year of sale. No tax consequences accrue to the Company upon sale. The tax basis for shares acquired under the 1998 Plan is the fair market value on the date of acquisition for option shares or the date of vesting for restricted stock award shares.

~~Potential Limitation of Company Deductions Under §162(m)~~

Section 162(m) of the Internal Revenue Code of 1986, as amended denies a deduction to any publicly held corporation for compensation paid to certain employees in a taxable year to the extent that compensation exceeds $1,000,000. It is possible that compensation attributable to the distribution of restricted stock award shares received by a grantee may cause this limitation to be exceeded in any particular year although this has not yet occurred.

~~Special Provisions for Deferred Compensation~~

Generally, awards that are considered to be “deferred compensation” and which comply with §409A with regard to the timing and acceleration of payment, as well as the timing of elections to defer payment, are not taxed until the time the award is paid or distributed. In addition, the Company is entitled to a deduction at the time and in the amount the grantee recognizes income. Any violation of §409A could trigger a 20% penalty tax to be paid by the grantee, as well as other penalties applicable to the grantee.

~~PLAN BENEFITS~~

~~The size of future grants to eligible employees under the 1998 Plan is not determinable as of the date of this proxy statement because of the discretionary nature of such grants.~~

~~PROPOSAL 3: ADOPTION OF THE 2005 MOLEX EMPLOYEE STOCK AWARD PLAN~~

~~OVERVIEW OF THE PLAN~~

~~Background~~

~~On July 29, 2005, the board of directors (the~~ ~~“Board”~~~~) adopted The 2005 Molex Employee Stock Award Plan (the~~ ~~“ESA Plan”~~~~). A copy of the Plan document is attached at the end of this proxy statement as~~ ~~Appendix B.~~

~~Purpose of the Plan~~

~~The purpose of the ESA Plan is to recognize employees with Molex Incorporated Class A Common Stock (~~~~“Stock”~~) by rewarding those employees for certain achievements, including, but not limited to, certain service anniversaries, work results, patents, and sales goals. Accordingly, the ESA Plan is broad in scope with respect to those who are eligible to participate and individual awards under the ESA Plan are expected to be limited in size, with most individual awards under the ESA Plan expected to be less than 50 shares (and in any event subject to a 3,000 shares per employee per fiscal year limit).

~~Vote Necessary to Adopt the Proposal~~

~~Adoption of this proposal will require the affirmative vote of 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~~ the holders of the majority of the shares of the Class B Common Stock entitled to vote and present either in person or by proxy, voting as a class. Directors and officers of Molex control approximately 40.4% of the outstanding Common Stock and approximately 97.1% of the outstanding Class B Common Stock entitled to vote. The directors and officers intend to vote for this proposal. Abstentions will have the same effect as a vote against the proposal. Broker “non-votes” will not be considered entitled to vote as to this matter and will have no effect on the adoption of the amendment and restatement.

~~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.~~

~~GENERAL PLAN INFORMATION~~

~~The following is a description of the material provisions of the ESA Plan. The description is qualified in its entirety by reference to the full ESA Plan document appended to this proxy statement as~~ ~~Appendix B.~~

~~Duration of the Plan~~

Subject to stockholder approval, the ESA Plan shall commence upon stockholder approval, and shall continue until all reserved shares of Stock (as explained below) have been awarded unless terminated earlier by the Board.

~~Administration~~

~~A committee (the~~ ~~“Committee”~~) appointed by the Board administers the ESA Plan. In the absence of such Committee appointment, the Board will constitute the Committee. The Committee has the complete authority, in its sole discretion, to determine the eligible employees to whom a stock award shall be granted and the number of shares of Stock comprising each such award, not to exceed 3,000 shares of Stock in any fiscal year for any one employee. In making such determinations, the Committee may take into account the nature of the services rendered by the respective employee, his/her present and potential contribution to the Company’s success, the value of his/her achievement that is being recognized and such other factors as the Committee, in its discretion, shall deem relevant. At the time an award is granted, the Committee shall have the discretion to place conditions or restrictions on such award.

The Committee may interpret and administer the ESA Plan and establish, amend, suspend or waive any rules relating to the ESA Plan. The Committee may also take any other action that may be necessary or advisable for administering the ESA Plan, including, but not limited to establishing rules and regulations for the administration of the ESA Plan. All determinations, interpretations and other decisions of the Committee with respect to the ESA Plan or any award granted thereunder are final, conclusive and binding.

~~Stock Reserved Under the Plan~~

The shares reserved for issuance under the ESA Plan are 250,000 shares of Stock, subject to adjustment in the event of a stock dividend or other capital stock change and including awards made pending stockholder approval of the ESA Plan. The Stock issued under the ESA Plan may be treasury shares purchased on the open market or otherwise, authorized but unissued shares, or reacquired shares.

~~Eligibility~~

~~Any employee, including executive officers, of Molex or any affiliate company of Molex is eligible to participate in the Plan (~~~~“Participant”~~).

~~Amendment or Termination of the Plan~~

The Board may amend any part of or terminate the ESA Plan without stockholder approval, except if stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the shares of Stock are listed or quoted.

~~FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN~~

The following discussion is only a summary of the U.S. federal income tax consequences of acquiring Stock under the ESA Plan and does not cover the U.S. federal income tax effects if the described conditions are not met. The following discussion does not purport to be complete and does not describe state, local or foreign tax law.

~~U.S. Tax Consequences When Stock Is Acquired by an Employee~~

The Participant recognizes additional ordinary income for federal income tax purposes in the calendar year of acquisition equal to the fair market value of the shares received on the date of acquisition. The Company is allowed a deduction equal to the amount recognized by the Participant as additional ordinary income.

Stock awards under the ESA Plan may be subject to income tax withholding, and the Company is obligated to collect the tax applicable to such income. The Committee may, in its discretion, satisfy that tax obligation by withholding from the shares to be delivered in connection with the award a number of shares having a value equal to the minimum statutory federal income tax withholding, plus state, if applicable, and payroll taxes. The value of each share to be withheld will be the fair market value of the Stock at the time of the award.

~~U.S. Tax Consequences When Shares Acquired Under the Plan Are Sold~~

Upon the sale of the shares of Stock acquired under the ESA Plan, the excess of the aggregate selling price over the aggregate tax basis will be taxable as a capital gain (or loss). Such capital gain (or loss) will be long-term if the shares have been held for more than 12 months after the date of acquisition, and short-term if the shares have been held for less than that period. The holding period for purposes of determining whether the capital gain (or loss) is a long-term or short-term gain (or loss) commences on the date of the acquisition of the shares. This amount must be reported for the calendar year of sale. No tax consequences accrue to the Company upon sale. The tax basis for shares acquired under the ESA Plan is the fair market value on the date of acquisition.

~~PLAN BENEFITS~~

~~The size of future purchases of Stock by eligible employees under the ESA Plan is not determinable as of the date of this proxy statement because of the discretionary nature of such transactions.~~

~~PROPOSAL 4: ADOPTION OF THE 2005 MOLEX EMPLOYEE STOCK PURCHASE PLAN~~

~~OVERVIEW OF THE PLAN~~

~~Background~~

~~On July 29, 2005, the board of directors (the~~ ~~“Board”~~~~) adopted The 2005 Molex Employee Stock Purchase Plan (the~~ ~~“ESP Plan”~~~~). A copy of the ESP Plan document is attached at the end of this proxy statement as~~ ~~Appendix C~~.

~~The ESP Plan replaces The 2004 Molex Incorporated Employee Stock Purchase Plan (the~~ ~~“Old Plan”~~) that the stockholders approved last year at its annual meeting. After the annual meeting, Congress passed the American Jobs Creation Action Act of 2004 that had unforeseen negative consequences to participation in employee stock purchase plans that do not meet the requirements of §423(b) of the Internal Revenue Code, as amended (~~“§423(b)”~~). As a result, no shares were used under the Old Plan because it did not meet those requirements. The ESP Plan that is proposed for stockholder approval is intended to meet the requirements of §423(b).

~~Purpose of the Plan~~

~~The purpose of the ESP Plan is to help and encourage employees of Molex and its participating subsidiaries to own Molex Class A Common Stock (~~~~“Stock”~~).

~~Vote Necessary to Adopt the Proposal~~

~~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.~~

~~GENERAL PLAN INFORMATION~~

~~The following is a description of the material provisions of the ESP Plan. The description is qualified in its entirety by reference to the full ESP Plan document appended to this proxy statement as~~ ~~Appendix C.~~

~~Duration of the Plan~~

Subject to stockholder approval, the ESP Plan will commence on or after April 1, 2006. The ESP Plan will terminate ten years after becoming effective unless earlier terminated by the Board or when all the shares of Stock reserved under the ESP Plan have been used to satisfy employee purchases.

~~Administration~~

~~A committee (the~~ ~~“Committee”~~) appointed by the Board administers the ESP Plan. The Committee has wide latitude in providing policies and procedures regarding the implementation in accordance with the terms and conditions of the ESP Plan including the authority, in its sole discretion, to:

Ÿ		~~interpret the terms and provisions of the Plan;~~
Ÿ		prescribe, amend and rescind rules and regulations relating to the Plan, including rules necessary to permit the participation of eligible employees in foreign jurisdictions (e.g., rules for the conversion of currency and compliance with applicable securities laws);

Ÿ		~~correct any defect or rectify any omission in the Plan, or to reconcile any inconsistency in the Plan and any option to purchase shares of Stock granted under the Plan;~~
Ÿ		~~impose such terms, limitations, restrictions and conditions on options granted under the Plan as the Committee shall deem appropriate;~~
Ÿ		~~permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections; and~~
Ÿ		delegate to one or more person or committees such administrative duties as it deems appropriate under the circumstances. Any person or committee to which the duty to perform an administrative function is delegated shall act on behalf of and shall be responsible to the Committee for such function.
Ÿ		~~employ such other persons as it deems necessary or appropriate for the proper administration of the Plan.~~

~~Stock Reserved Under the Plan~~

There are 500,000 shares of Stock reserved for issuance under the ESP Plan subject to adjustment more fully discussed under the heading entitled “Adjustment of the Number of Shares”. The Stock issued under the ESP Plan may be treasury shares purchased on the open market or otherwise, authorized but unissued shares, or reacquired shares.

~~Eligibility~~

~~Any employee of Molex or any affiliate company of Molex is eligible to participate in the ESP Plan (~~~~“Participant”~~). Employees who are specifically excluded from participating in the ESP Plan include the following: executive officers or 5% stockholders; employees who have been employed less than one year; and Employees who do not customarily work at least 5 months during the calendar year.

~~Participation~~

Eligible employees may elect to participate in the ESP Plan under terms and conditions set forth in the ESP Plan document and provided by the Committee. A Participant may withdraw from the ESP Plan at any time. If a participant terminates employment with Molex, contributions to the ESP Plan not yet used to purchase Stock will be refunded and participation will automatically end.

~~Employee Contributions~~

The amount of Participant contributions that can be used to purchase Stock under the ESP Plan is limited to no more than 15% of the Participant’s base salary not to exceed $4,000 in any given calendar year.

~~Purchase Price~~

~~The Committee sets the purchase price (the~~ ~~“Purchase Price”~~~~) for each calendar quarter ending March 31, June 30, September 30 and December 31 (~~~~“Offering Period”~~). Subject to the Board’s ability to modify the Purchase Price described below, the Purchase Price is determined by multiplying the lower of the closing price of a share of Stock on either the first day or the last day of each Offering Period by a percentage set by the Committee not less than 85%.

~~Allocation of Stock~~

At the end of each Offering Period, the Participant’s contribution will be used to purchase whole shares of Stock that will be credited to a Participant’s account by dividing the Participant’s contribution for the Offering Period by the Purchase Price. Any amount remaining after the purchase of whole shares will be added to the Participant’s contribution in the following Offering Period or refunded to the Participant if he/she has withdrawn from the ESP Plan.

~~Withdrawal and Termination of Employment~~

A Participant may withdraw from participation in the ESP Plan at any time. All contributions made prior to the time of withdrawal will be used to purchase shares of Stock at the end of the Offering Period. If a Participant terminates employment with Molex, contributions to the ESP Plan not yet used to purchase Stock will be refunded to the Participant and participation will automatically end.

~~Holding Period for Stock~~

~~All shares of Stock acquired by a Participant must be held at least six months. After six months, a Participant may withdraw all or any portion of his/her shares.~~

~~Amendment and Termination of the Plan~~

The Board, at its discretion, may amend the ESP Plan at any time, subject to stockholder approval if required by the applicable SEC or Nasdaq Rules. At this time, these rules require that Molex’s stockholders must approve all material amendments to the ESP Plan. The Committee retains authority to make minor or administrative modifications to the ESP Plan.

In the event the Board determines that the ongoing operation of the ESP Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the ESP Plan to reduce or eliminate such accounting consequences including, but not limited to:

Ÿ		~~altering the Purchase Price for any Offering Period including a Offering Period underway at the time of the change in Purchase Price;~~
Ÿ		shortening any Offering Period to something less than a quarter so that the period ends on a new date other than the end of the quarter, including an Offering Period underway at the time of the Board action; and
Ÿ		~~allocating shares of Stock.~~

~~Such modifications or amendments shall not require stockholder approval or the consent of any Participants.~~

~~FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN~~

The following discussion is only a summary of the U.S. federal income tax consequences of acquiring Stock under the ESP Plan and does not cover the U.S. federal income tax effects if the described conditions are not met. The following discussion does not purport to be complete and does not describe state, local or foreign tax law.

~~U.S. Tax Consequences When Stock Is Credited to an Employee’s Account~~

Because the ESP Plan is intended to meet the requirements of §423, when the shares of Stock are credited to a Participant’s account at the end of an Offering Period, the Participant will recognize no income for the spread, if any, between the Purchase Price and the fair market value at the end of the Offering Period or the discounted portion of the Purchase Price relative to the fair market value.

~~U.S. Tax Consequences When Shares Acquired Under the Plan Are Sold~~

For purposes of the U. S. Tax laws, a Participant will avoid a disqualifying disposition and will receive favorable tax treatment if he or she holds Stock acquired under the ESP Plan until the later of two years after the first day of the Offering Period related to the Stock or one year after the Participant acquired the Stock. Upon the sale of Stock after this period, the Participant will realize ordinary income in the year of the sale equal to the lesser of: the amount by which the fair market value of the Stock at the beginning of the Offering Period related to that Stock exceeded the Purchase Price or the amount by which the fair market value of the Stock at the time of the sale exceeded the Purchase Price. Any further gain is taxed in the calendar year of the sale at capital gain rates. No tax consequences accrue to the Company upon sale.

If a Participant makes a disqualifying disposition of Stock (by selling the Stock before the end of the required holding period), the Participant will realize ordinary income in the year of the sale equal to the difference between the Purchase Price of the Stock and the fair market value of the Stock on the date it was acquired by the Participant. The Company will be entitled to take a deduction under §162 of the Code in the year of the disposition.

~~PLAN BENEFITS~~

The size of future purchases of Stock by eligible employees under the ESP Plan is not determinable as of the date of this proxy statement because of the discretionary nature of such transactions. Because of the ineligibility of executive officers and non-employee directors, they can acquire no shares of Stock under the ESP Plan.

~~PROPOSAL 5: ADOPTION OF THE 2005 MOLEX INCENTIVE STOCK OPTION PLAN~~

~~OVERVIEW OF THE PLAN~~

~~Background~~

~~On June 30, 2005, the 2000 Molex Incorporated Incentive Stock Option Plan (the~~ ~~“2000 ISO Plan”~~~~) expired. On July 29, 2005 upon the recommendation of the Compensation Committee, the board of directors (the~~ ~~“Board”~~~~) approved~~ the 2005 Molex Incentive Stock Option ~~Plan (the~~ ~~“2005 ISO Plan”~~) and authorized the 2005 ISO Plan to be brought before the stockholders at the Annual Stockholders’ Meeting in order to replace the expired 2000 ISO Plan. A copy of the 2005 ISO Plan document is attached at the end of this proxy statement as ~~Appendix D~~.

~~Purpose of the Plan~~

~~The purpose of the 2005 ISO Plan is to induce certain designated employees and the directors to remain in the service of Molex (the~~ ~~“Company”~~), and any of its subsidiaries, and to encourage such employees and directors to secure or increase on reasonable terms their stock ownership in the Company. The Company believes the 2005 ISO Plan will promote continuity of management and increase incentive and personal interest in the welfare of the Company by those who are primarily responsible for shaping, carrying out the long-range plans of the Company and securing its continued growth and financial success. The Company intends for the 2005 ISO Plan (except where otherwise noted) to meet the requirements of §422(a) of the Internal Revenue Code, as amended.

~~Vote Necessary to Adopt the Proposal~~

~~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.~~

~~GENERAL PLAN INFORMATION~~

~~The following is a description of the material provisions of the 2005 ISO~~ Plan. The ~~description is qualified in its entirety by reference to the full 2005 ISO Plan document appended to this proxy statement as~~ ~~Appendix D~~.

~~Duration of the Plan~~

~~If the 2005 ISO Plan is approved, the 2005 ISO Plan will expire on October 31, 2010 unless terminated earlier by the Board. After that date, no more~~ options ~~may be~~are granted ~~however, previously granted options could be exercised.~~

~~Administration~~

~~The 2005 ISO Plan is administered by a committee (the~~ ~~“Committee”~~) comprising at least two members of the Board appointed by the Board under the terms and conditions set forth in the 2005 ISO Plan document. The Board has designated the Compensation Committee of the Board, all of who are independent directors, to administer the 2005 ISO Plan.

~~The Committee has the complete authority, in its sole discretion, to determine:~~

Ÿ		~~Which eligible employees will be granted options under the 2005 ISO Plan.~~
Ÿ		~~The vesting schedule.~~
Ÿ		~~The expiration date.~~
Ÿ		~~The number of shares.~~

The Committee may take into account the nature of the services rendered by the individual, the individual’s present and potential contribution to Molex’s success, and such other factors as the Committee deems relevant.

~~Stock Reserved Under the Plan~~

~~If the 2005 ISO Plan is approved, 500,000 shares of Molex’s Class A Common Stock (the~~ ~~“Stock”~~) will be reserved for issuance under the 2005 ISO Plan subject to adjustment more fully discussed under the heading entitled “Adjustment of the Number of Shares and Exercise Price”. If any stock option granted under the 2005 ISO Plan expires or otherwise terminates without having been exercised in full, the shares of stock not purchased shall again become available for grants under the 2005 ISO Plan. The Stock issued under the 2005 ISO Plan may be treasury shares purchased on the open market or otherwise, authorized but unissued shares, or reacquired shares.

~~Eligibility~~

~~Only executive officers and directors (~~~~“Participants”~~~~) are eligible to receive a grant of stock under the 2005 ISO Plan.~~

~~Types of Grants/Awards~~

~~There are two types of grants/awards under the 2005 ISO Plan. They are:~~

Ÿ		~~An incentive stock option (~~~~“ISO”~~) that is granted at 100% of the fair market value of the Stock on the date of grant. If the Participant owns more than 10% of the voting power of all outstanding stock, the price is 110% of the fair market value at the date of grant.
Ÿ		~~A nonqualified stock option (~~~~“NQSO”~~~~) that is granted at 100% of the fair market value of the Stock on the date of grant.~~

~~Automatic Nondiscretionary Grants to Outside Directors~~

~~Each director who is not an employee of the Company shall receive only an automatic nondiscretionary stock option grant~~ on the date of the ~~Annual Stockholders Meeting every year during~~annual meeting of stockholders with an exercise price equal to the ~~term~~closing price of the ~~2005 ISO Plan. Any~~Class A Common Stock on the grant date. Each option ~~granted to a director who is not an employee~~vests ratably over four years commencing on the first anniversary of the ~~Company shall be a NQSO.~~grant date and expires five years from the grant date. The ~~amount~~number of shares ~~subject to~~underlying the ~~options that will be automatically granted to each outside director for each year shall be the amount of shares equal to 200~~option is 500 multiplied by the number of years of service or fraction thereof. The ~~amount~~number of shares ~~for each year of service shall increase~~underlying a stock option grant cannot exceed 5,000 shares or $150,000 in value, whichever is less.

Deferred Compensation Plan

Our non-employee directors are eligible to ~~500 shares per year~~participate in the Molex 2005 Outside Directors’ Deferred Compensation Plan under which they may elect on a yearly basis to defer all or ~~fraction thereof, if all~~a portion of the following ~~financial conditions are met for~~year’s compensation. A non-employee director may elect to have the ~~fiscal year immediately ended prior~~deferred compensation (i) accrue interest during each calendar quarter at a rate equal to the ~~grant:~~average six month Treasury Bill rate in effect at the beginning of each calendar quarter, or (ii) converted to stock units at the closing price of Molex Common Stock on the date the compensation would otherwise be paid. Upon termination of service as a director, the accumulated amount in the interest account is distributed in cash, and stock units are distributed in equal shares of Molex Common Stock. We impute dividends on each stock unit which is credited to a director and the dividend units are converted into additional stock units on the basis of the market value of the Common Stock on the dividend payment date. The number of outstanding stock units (including dividend units) is included in the “Security Ownership of Directors and Executive Officers” table.

Director Compensation Table

The following table sets forth summary information concerning the compensation awarded to, paid to or earned by each of our non-employee directors for services rendered as directors during FY08. Information about compensation awarded to, paid to or earned by employee directors who are not Named Executive Officers can be found under “Certain Relationships and Related Transactions.”


	Fees Earned or		Option		All Other
Name	Paid in Cash($)(1)		Awards($)(2)		Compensation($)		Total($)

Michael J. Birck		85,000		21,202		-		106,202
Michelle L. Collins		104,000		6,379		-		110,379
Edgar D. Jannotta		93,000		27,037		-		120,037
Kazumasa Kusaka		87,000		604		-		87,604
David L. Landsittel		126,000		3,124		-		129,124
Joe W. Laymon		26,000		-		-		26,000
Donald G. Lubin		81,000		21,202		-		102,202
James S. Metcalf		60,000		604		-		60,604
Robert J. Potter		114,000		27,037		-		141,037

Ÿ
(1)		Includes amounts deferred at the election of a director.

(2)		The amounts shown represent the compensation costs of option awards for financial reporting purposes under FAS 123(R), rather than an amount paid to or realized by the director. The FAS 123(R) value as of the grant date is spread over the number of months of service required for the grant to become non-forfeitable. There can be no assurance that the FAS 123(R) amounts will ever be realized. Assumptions used in the calculation of these compensation costs are included in Note 17 to the consolidated financial statements included in the Annual Report onForm 10-K filed with the SEC on August 6, 2008. Option awards to acquire the following number of shares were outstanding as of June 30, 2008: Mr. Birck 13,400; Ms. Collins 4,000; Mr. Jannotta 17,000; Mr. Kusaka 500; Mr. Landsittel 2,100; Mr. Laymon 0; Mr. Lubin 13,400; Mr. Metcalf 500; and Dr. Potter 17,000.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the number of shares of Molex stock beneficially owned by each director, the Named Executive Officers, and by all directors and executive officers as a group as of September 2, 2008. Molex’s Class A Common Stock is included in the table for informational purposes.


						Class B						Class A
	Common Stock					Common Stock				Total Voting		Common Stock
Name	# Shares(1)			%		# Shares		%		Shares		# Shares(1)			# Options(2)		%

Michael J. Birck		36,615			*		-		-		36,615		3,000			7,900		*
Michelle L. Collins		5,097			*		-		-		5,097		-			1,950		*
Edgar D. Jannotta		147,709			*		-		-		147,709		76,989			11,000		*
Frederick A. Krehbiel		25,004,012	(3)		25.4		47,052.5		49.9		25,051,064.5		117,335	(4)		150,000		*
Fred L. Krehbiel		959,785			1.0		1,701		1.8		961,486		408,900			204,000		*
John H. Krehbiel, Jr.		31,847,329	(5)		32.4		41,949.5		44.5		31,889,278.5		4,586,730	(6)		170,000		6.0
Kazumasa Kusaka		-			*		-		-		-		-			125		*
David L. Landsittel		8,658			*		-		-		8,658		-			725		*
Joe W. Laymon		4,383			*		-		-		4,383		-			-		*
Donald G. Lubin		35,565			*		-		-		35,565		10,674			7,900		*
James S. Metcalf		-			*		-		-		-		-			125		*
Robert J. Potter		49,818			*		-		-		49,818		6,009			11,000		*
Martin P. Slark (7)		116,402			*		-		-		116,402		119,460			809,375		1.2
Liam G. McCarthy (8)		27,631			*		-		-		27,631		71,332			248,290		*
James E. Fleischhacker (9)		105,246			*		-		-		105,246		51,689			419,687		*
David D. Johnson		2,548			*		-		-		2,548		35,272			160,000		*
David B. Root (10)		862			*		-		-		862		45,759			87,187		*
All Directors and Executive Officers as a Group (21 people) (11)		36,959,163			37.5		90,703		96.2		37,049,866		5,605,057			2,492,451		10.2


*		Less than 1%

(1)		Includes stock units credited to the accounts of non-employee directors under our deferred compensation plans. Stock units are distributed in shares of Common Stock. Messrs. Jannotta and Potter were participants in the deferred compensation plan at the time that Molex issued its Class A Common Stock so their stock unit accounts were credited with one share of Class A Common Stock for each share of Common Stock credited to their accounts at the time of the issuance.

(2)		These are stock options exercisable within 60 days of September 2, 2008.

(3)		Includes 21,407,343 shares held by the Krehbiel Limited Partnership. Mr. Krehbiel and his brother John H. Krehbiel, Jr. are each general and limited partners of the Partnership and share the power to vote and dispose of the shares held by the Partnership. Also includes 3,578,186 shares owned indirectly as trustee for family members and 3,745 shares beneficially owned by Mr. Krehbiel’s spouse. Mr. Krehbiel disclaims beneficial ownership and/or personal beneficial interest in the shares owned as trustee for family members.

(4)		Includes 109,593 shares owned indirectly as trustee for family members, and 3,666 shares beneficially owned by Mr. Krehbiel’s spouse. Mr. Krehbiel disclaims beneficial ownership and/or personal beneficial interest in the shares owned as trustee for family members.

(5)		Includes 21,407,343 shares held by the Krehbiel Limited Partnership. See footnote (3) above. Also includes 9,691,112 shares owned indirectly by a trust, 221,275 shares owned indirectly as trustee for family members, and 6,952 shares beneficially owned by Mr. Krehbiel’s spouse. Mr. Krehbiel disclaims beneficial ownership and/or personal beneficial interest in the shares owned as trustee for family members. 649,752 of these shares are pledged to a financial institution as collateral for a line of credit.

(6)		Includes 3,844,521 shares owned indirectly by a trust, 35,575 shares owned indirectly as trustee for family members and 3,602 shares beneficially owned by Mr. Krehbiel’s spouse. Mr. Krehbiel disclaims beneficial ownership and/or personal beneficial interest in the shares owned as trustee for family members.

(7)		Includes 115,759 Common Stock shares and 85,979 Class A Common Stock shares beneficially owned by a trust, and 643 Common Stock shares and 9,641 Class A Common Stock shares beneficially owned by family members.

(8)		Includes 4,755 Class A Common Stock shares owned by Mr. McCarthy’s spouse.

(9)		Includes 27 Common Stock shares and 42 Class A Common Stock shares beneficially owned by Mr. Fleischhacker’s spouse.

(10)		Includes 3 Class A Common Stock shares owned by Mr. Root’s spouse.

(11)		The ~~Company’s net profits (after taxes)~~Krehbiel Partnership shares beneficially owned by both Frederick A. Krehbiel and John H. Krehbiel, Jr. are ~~at least ten percent (10%)~~counted once for purposes of these totals.

Stock Ownership Guidelines for Directors and Executive Officers

The stock ownership guidelines for non-employee directors require them to own 500 shares(and/or stock units) of Molex stock within three years of commencement of service and 1,000 shares (and/or stock units) of Molex stock within six years of commencement of service. As of September 2, 2008, each non-employee director, except for Messrs. Kusaka and Metcalf both of whom have served on the Board for less than three years, had met the stock ownership guidelines.

Under the stock ownership guidelines for executive officers, the Chief Executive Officer is required to own Molex stock equal in value to at least three times his annual base salary, and each other executive officer is required to own Molex stock equal in value to at least two times his or her annual base salary. A new executive officer is given five years to meet these guidelines. We make exceptions to these guidelines for an executive officer expected to retire within three years or for economic hardship. As of September 2, 2008, each executive officer had met, or was on track to meet, the stock ownership guidelines.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Molex’s directors and certain of its officers to file reports of their ownership of Molex stock and of changes in such ownership with the SEC. SEC regulations also require us to identify in this Proxy Statement any person subject to this requirement who failed to file any such report on a timely basis. Based on our review of the reports we have received or assisted in preparing, we believe that all of our directors and officers complied with all the reporting requirements applicable to them with respect to transactions during FY08.

SECURITY OWNERSHIP OF MORE THAN 5% STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of the stockholders of more than 5% (other than directors and executive officers) of the outstanding Molex stock as of September 2, 2008. Molex’s Class A Common Stock is included in the table for informational purposes.


						Class A
	Common Stock					Common Stock
Name	# Shares		%			# Shares		%

Krehbiel Limited Partnership (1) 2222 Wellington Court Lisle, IL 60532		21,407,343		21.7	%		-		-
Dodge & Cox (2) 555 California Street, 40^th Floor San Francisco, CA 94104		-		-			13,994,887		17.7
Invesco Ltd. (3) 1360 Peachtree Street NE Atlanta, GA 30309		-		-			11,198,947		14.2
GE Asset Management Inc. (4) 3001 Summer Street P.O. Box 7900 Stamford, CT 06904		-		-			10,719,722		13.6
Wells Fargo & Company (5) 420 Montgomery Street San Francisco, CA 94163		-		-			5,375,828		6.8


(1)		See footnote (3) of the ~~net sales revenue as~~“Security Ownership of Directors and Executive Officers” table.

(2)		As reported in ~~the audited financial statements;~~a Schedule 13G dated January 10, 2008. Dodge & Cox exercises sole voting power over 13,224,682 shares, shared voting power over 42,501 shares, and sole dispositive power over 13,994,887 shares.


Ÿ(3)		~~The Company’s net sales revenue increase as compared to the prior year’s net sales revenue as~~As reported in a Schedule 13G dated February 9, 2008 by Invesco Ltd., AIM Funds Management, Inc., PowerShares Capital Management LLC, PowerShares Capital Management Ireland Ltd., and Stein Roe Investment Counsel, Inc. AIM Funds exercises sole voting and dispositive power over 11,171,287 shares; PowerShares exercises sole voting and dispositive power over 5,430 shares; PowerShares Ireland exercises sole voting and dispositive power over 22 shares; and Stein Roe exercises sole dispositive power over 22,208 shares. Invesco disclaims beneficial ownership of such shares.

(4)		As reported in a Schedule 13G filed on February 13, 2008 by GE Asset Management Inc. (GEAM) and the ~~audited financial statements exceeds one~~Trustees of General Electric Pension Trust (GEPT). GEAM claims beneficial ownership of 1,640,097 shares with shared voting and ~~one-half (1.5) times the “Worldwide Growth”~~dispositive power over all such shares. GEPT claims beneficial ownership of ~~the general connector market as determined~~9,079,625 shares with sole voting and dispositive power over 7,439,528 shares, and shared voting and dispositive power over 1,640,097 shares. General Electric Company disclaims beneficial ownership of such shares.

(5)		As reported in a Schedule 13G dated February 7, 2008 by at least one outside independent connector consultant. If more than one consultant is used, the average growth shall be the Worldwide Growth. The disinterested directors shall have the authority to choose the consultant or consultants.Wells Fargo & Company (Wells Fargo) on behalf of Wells Capital Management Incorporated, Wells Fargo Funds Management LLC, and Wells Fargo Bank, NA. Wells Fargo exercises sole voting power over 4,508,633 shares, shared voting power over 7,640 shares, sole dispositive power over 4,449,609 shares, and shared dispositive power over 42,755 shares.

~~Notwithstanding~~ITEM 2

APPROVAL OF THE MOLEX INCORPORATED ANNUAL INCENTIVE PLAN

On August 1, 2008, upon the ~~foregoing, no option grant to an outside director shall exceed either 3,000 shares and whose fair market value on the date of grant does not exceed $100,000.00.~~

~~Limitation on Grants/Awards To Any One Individual~~

~~If the 2005 ISO Plan is approved, the maximum number of shares that can be granted or awarded under the 2005 ISO Plan to one individual during a calendar year cannot exceed 10%~~recommendation of the ~~shares reserved for issuance under the 2005 ISO Plan (currently 50,000 shares) or 250,000 shares whichever is less.~~

~~Amendment or Termination of the Plan~~

~~The Board, at its discretion, may amend or terminate the 2005 ISO Plan at any time,~~Compensation Committee and subject to stockholder approval, ~~if required~~the Board approved the Molex Incorporated Annual Incentive Plan (AIP). In the past, we have provided annual cash bonus opportunities to executive officers and other key employees pursuant to individual bonus arrangements. We have determined that adoption of a plan to govern annual cash bonuses is appropriate, will provide us with consistency in the administration of annual bonuses and will also comply with the requirements of Section 162(m) of the Internal Revenue Code.

Purpose of the AIP

The purpose of the AIP is to enhance shareholder value and promote the attainment of our significant business objectives by ~~SEC rules~~basing a portion of an employee’s annual cash compensation on the achievement of specific performance goals.

Material Features of the AIP

A summary of the material features of the AIP is set forth below. The plan document is attached to this Proxy Statement asAppendix III. Please refer to the AIP document for a more complete description of its terms and conditions.

Participation in and Administration of the AIP

All of our executive officers and other key employees will be eligible to participate in the AIP. The AIP will be administered by the Compensation Committee with respect to executive officers and by the Chief Executive Officer (CEO) with respect to other key employees. The CEO will determine the other key employees who are eligible to participate in the AIP. Approximately 125 employees would currently be considered eligible to participate in the AIP. The Compensation Committee will determine which participants will be treated as “covered employees” for purposes of Section 162(m) of the Internal Revenue Code.

Determination of Awards. As it relates to awards for executive officers, each year the Compensation Committee will (i) establish one or more performance measures, (ii) set the annual performance goal with respect to such performance measure for the Company, a business unit or an individual, (iii) establish the weighting to be given to the performance measure and performance goal, and (iv) designate whether an award will be a Section 162(m) Award. As it relates to awards for other key employees, each year the CEO will make the same determinations as described above except he will not be designating Section 162(m) Awards.

Section 162(m) Awards. Section 162(m) precludes us from taking a deduction for compensation in excess of $1 million paid to certain of our executive officers. Certain qualified performance-based compensation is excluded from this limitation. If the AIP is approved and the other conditions of

E&Y for those services. All of the non-audit services provided by E&Y have been pre-approved by the Audit Committee in accordance with its pre-approval policy. When approving the ~~auditing standards~~retention of ~~the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Audit Committee monitors and oversees~~E&Y for these ~~processes on behalf of the Board of Directors.~~

~~In the discharge of its duties,~~non-audit services, the Audit Committee ~~performed~~has considered whether the ~~following:~~

Ÿ		~~Reviewed and discussed Molex’s audited annual financial statements and unaudited quarterly financial statements with management and Ernst & Young LLP.~~

Ÿ		Discussed the reasonableness of significant financial reporting issues and judgments made in connection with the preparation of Molex’s financial statements, including the quality (and not just the acceptability) of Molex’s accounting principles.

Ÿ		~~Discussed the clarity and completeness of the financial disclosures.~~

Ÿ		Provided oversight and advice to management during the documentation, testing and evaluation of Molex’s system of internal control over financial reporting in response to the requirements set forth in §404 of the Sarbanes-Oxley Act of 2002 and related regulations. In connection with this oversight, the Audit Committee received periodic updates provided by management and Ernst & Young LLP at regularly scheduled committee meetings. At the conclusion of the process, management provided the Audit Committee with, and the Audit Committee reviewed, a report on the effectiveness of our internal control over financial reporting.

Ÿ		Received Management’s Report on Internal Controls Over Financial Reporting contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2005, as well as Ernst & Young LLP’s Reports of Independent Registered Public Accounting Firm included in our Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements, (ii) management’s assessment of the effectiveness of the internal control over financial reporting and (iii) the effectiveness of internal control over financial reporting.

Ÿ		~~Reviewed the scope and overall plans for the annual audit.~~

Ÿ		~~On a quarterly basis, reviewed Molex’s financial results prior to their public issuance.~~

Ÿ		~~Reviewed significant legal developments.~~

Ÿ		~~Discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committee).~~

Ÿ		Received from Ernst & Young LLP the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The Audit Committee was advised by Ernst & Young 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.

Ÿ		Set forth guidelines regarding whether and under what circumstances Ernst & Young LLP may perform non-audit services for Molex, monitored the services provided by the independent auditors, pre-approved all audit-related and tax services, discussed with Ernst & Young LLP the effect of the non-audit services performed on auditor independence, and concluded that the provision of such services by Ernst & Young LLP was compatible with the maintenance of that firm’s independence in conducting its auditing functions.

Ÿ		~~Promoted and oversaw management and Audit Committee training on accounting, financial reporting and internal controls.~~

retention of E&Y for these non-audit services is compatible with maintaining auditor independence.

~~Based~~

In reliance on the ~~review~~reviews and discussions with management and E&Y referred to above, the Audit Committee ~~concluded that Ernst & Young LLP is independent and reviewed and~~ recommended to ~~Molex’s~~the Board of Directors, ~~that Molex’s~~and the Board approved, the inclusion of the audited financial statements ~~be included~~ in Molex’s Annual Report onForm 10-K for the fiscal year ended June 30, ~~2005.~~

~~This report is submitted on behalf~~2008 for filing with the SEC. The Audit Committee also approved the selection of E&Y as Molex’s independent auditors for the ~~members of the~~fiscal year ending June 30, 2009.

The Audit Committee:

~~Douglas K. Carnahan, Chairman~~
~~Robert J. Potter~~
David L. Landsittel, ~~(Member~~Chairman
Michelle L. Collins
Robert J. Potter

Independent Auditors’ Fees

The following table presents fees for professional audit services rendered by Molex’s independent auditors for the audit of Molex’s annual financial statements for FY08 and FY07, and fees billed for other services rendered by the independent auditors during those periods.


	FY08		FY07

Audit Fees (1)		$3,529,439		$3,712,018
Audit-Related Fees (2)		$444,981		$524,469
Tax Fees (3)		$1,277,292		$931,879
All Other Fees (4)		-		$17,405

Total		$5,251,712		$5,185,771


(1)		Audit Fees were principally for audit work performed on the consolidated financial statements and internal control over financial reporting, as well as work generally only the independent auditors can reasonably be expected to provide, such as statutory audit services.

(2)		Audit-related fees were principally for consultations as to the accounting or disclosure treatment of transactions or events, services related to post-acquisition reviews, royalty audits and local grant audits, preliminary due diligence pertaining to potential business acquisitions/dispositions and financial statement audits of employee benefit plans. The FY07 fees include services provided by E&Y relating to the review of our past stock option granting practices.

(3)		Tax fees were principally for services related to domestic and international tax compliance and reporting, including services related to expatriate tax compliance.

(4)		During FY07, Molex reimbursed E&Y for its reasonable costs incurred in responding to discovery subpoena related to the securities litigation in which Molex was involved.

Policy on Audit Committee ~~since July 15, 2005)~~
~~AUDITOR TRANSITION~~

Pre-Approval of Services

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditors.

Management submits to the Audit Committee a list of services and related fees expected to be rendered during that year within each of four categories of services: audit services, audit-related services, tax services, and all other services. Prior to engagement, the Audit Committee pre-approves services within each category and the fees for each category are budgeted. The Audit Committee requires the independent auditors and management to report actual fees versus the budget periodically throughout the year by category of ~~Molex’s Board~~service. Pursuant to the policy, 100% of ~~Directors engaged Ernst & Young LLP~~all services provided by the independent auditors were pre-approved by the Audit Committee.

During the year, circumstances may arise when it may become necessary to ~~serve as~~engage the ~~Company’s~~ independent ~~registered public accounting firm as of December 9, 2004. Deloitte & Touche LLP, Molex’s former independent registered public accounting firm, resigned on November 13, 2004. Attached hereto as~~ ~~Appendix F~~ ~~and incorporated herein by reference are disclosures from the Current Report on Form 8-K (the~~ ~~“Form 8-K”~~~~) and the Form 8-K/A, including the letter of Deloitte & Touche LLP filed as an exhibit thereto (the~~ ~~“8-K Amendment”~~~~), filed by Molex with the SEC on November 18, 2004 and December 1, 2004, respectively, in connection with the change~~auditors for additional services not contemplated in the ~~Company’s~~original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditors.

In connection with the potential engagement as Molex’s new independent auditors, Molex and Ernst & Young LLP discussed the nature of the matters described in Item 4.01 of the Form 8-K and in the 8-K Amendment (including the letter of Deloitte & Touche LLP filed as an exhibit thereto), including the reportable event disclosed therein and the matter that was the subject of a disagreement, as that term is defined in paragraph 304(a)(1)(iv) of Regulation S-K, with Deloitte & Touche LLP.

During the two fiscal years ended June 30, 2004 and during the interim period through the date of Ernst & Young LLP’s engagement on December 9, 2004, Molex did not consult with Ernst & Young LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Ernst & Young LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event required to be reported under paragraph 304(a)(1)(v) of Regulation S-K.

~~INDEPENDENT AUDITOR’S FEES~~

~~Policies and Procedures Regarding the Approval of Auditor Fees and Services~~

~~The Audit Committee’s Pre-Approval Policy allows for the pre-approval of audit, audit-related, tax and other authorized services that are specifically listed by the Committee on an annual basis.~~ The Audit Committee may delegate pre-approval authority to ~~one or more~~the Chairman of ~~its members.~~the Audit

Committee. The Chairman reports any pre-approval decisions to the Audit Committee ~~establishes pre-approval fee~~at its next scheduled meeting.

COMPENSATION DISCUSSION AND ANALYSIS

We believe that the performance and contributions of our executive officers are critical to the overall success of Molex. To attract, retain and motivate our executives to accomplish our business strategies, we have implemented executive compensation programs providing executives with the opportunity to earn compensation comparable to that paid by companies with which we compete for top talent and that reward strong performance and creation of stockholder value. The Compensation Committee of the Board of Directors is responsible for establishing executive compensation policies and overseeing our executive compensation practices. The Committee has engaged The Delves Group to provide advice and assist it in its decision-making and the firm’s sole engagement for Molex is as compensation consultant to the Committee.

Objectives

The overall objectives of our executive compensation program are to attract world-class executive talent, retain key leaders, reward short- and long-term performance, and align executives’ long-term interests with those of our stockholders. We focus on the following core principles in structuring an effective compensation program that meets our stated objectives:


	•	Performance - We endeavor to align executive compensation with the achievement of operational and financial results and individual contributions.

	•	Balance - We balance rewards for our demanding executive roles between short-term and long-term financial and strategic decisions to enhance performance over time.

	•	Competitiveness - We believe that in total our executive compensation should be targeted above the median of our peer group. This target compensation positioning allows us to retain highly experienced executives and to effectively recruit highly qualified candidates when necessary.

Procedures Used to Establish Executive Compensation

Each year the Committee reviews and considers market data (base salary, target bonus, total cash, long-term stock incentives and total direct compensation) of Molex’s peer group along with the individual responsibilities of each executive when setting annual targeted pay opportunities. Annually, the Committee uses tally sheets to review all elements of total compensation, including outstanding equity awards and projected payments upon termination.

In determining the design and the level of each element of compensation we undertake a thorough review of competitive market information. Management has retained Watson Wyatt to develop competitive market information and assist us in making recommendations to the Committee with respect to the composition of the peer group companies, total compensation levels for ~~all services~~our executive officers, and the mix and design of incentive compensation. The companies in the peer group are representative of the types of companies with which we compete for executive talent. The 2008 peer group was comprised of the following companies: Amphenol Corp., Analog Devices, AVX Corp., Benchmark Electronics, Cooper Industries, Genuine Parts Co., Hubbel Inc., ITT Corp., Jabil Circuit, KLA-Tencor Corp., Network Appliance, Seagate Technology, SPX Corp., Teradyne, Thomas & Betts Corp., Vishay Intertechnology and Western Digital Corp. The peer group company compensation data that is presented to the Committee is supplemented with compensation data from broader, general industry surveys provided by Watson Wyatt.

Recommendations on the CEO’s compensation arrangements are made by the Co-Chairmen of the Board and the CEO’s pay is set by the Committee during executive session based on the Committee’s assessment of the CEO’s individual performance, the financial and operating performance of Molex, the recommendations of the Co-Chairmen, competitive market data, and advice of The Delves Group. The CEO presents his assessment of the performance of other executive officers

and makes recommendations to the Committee concerning the compensation of such officers. The Committee considers the CEO’s recommendations based on each executive’s individual responsibility, performance, overall contribution, competitive market data and advice of The Delves Group, then determines the compensation arrangements for these individuals.

Elements of Compensation

Our executive compensation program is comprised primarily of three elements: base salary, annual cash incentives and long-term equity incentives. Each of these elements plays an important role in balancing executive rewards over short- and long-term periods, based on our program objectives.

Although we have no formal policy for a specific allocation between current and long-term compensation or between cash and non-cash compensation, the Committee has established a pay mix for executive officers that balances performance-based pay with retention-based equity awards. Executive compensation is divided between current and long-term compensation, and cash and non-cash compensation, to generally reflect market practice and to provide executive officers with attractive levels of pay while encouraging officers to remain with us for the long-term. Generally, the amount of equity compensation granted is not impacted by the realized or potentially realizable gains of past equity awards.

Base Salary

The base salary of an executive takes into account the executive’s performance, responsibilities, experience and internal equity. We target base salaries between the 50th and 75th percentiles of our peer group with the expectation that successful performance over time will position pay at or above the 75th percentile. In any given year, actual individual salaries may range above or below the 75th percentile based on a variety of factors, including position level, executive experience relative to industry peers, tenure, individual performance, future potential, and leadership qualities.

Annual Bonuses

Annual bonuses are provided to reward executives both for Molex performance toward corporate growth objectives and performance of their individual objectives. The annual bonus is a short-term annual incentive paid in cash pursuant to arrangements that cover all executive officers and provide that a bonus will be paid upon the achievement of two performance metrics: a quantitative performance measure that makes up 80% of the bonus, and performance against previously-defined individual goals, which makes up the remaining 20%. The Committee selects the performance measure at the beginning of each fiscal year. The annual cash incentive is targeted at the median of the peer group, and depending on Molex and individual performance, actual bonuses can vary widely.

Individual performance goals are established by the Committee and the CEO at the beginning of each fiscal year. These individual performance goals may be based on a variety of factors, including internal budget goals, investor expectations, peer company results, prior year Molex performance, upcoming fiscal year business plans, and strategic initiatives. Each officer’s performance against individual goals is assessed at the end of the fiscal year.

For FY08, the Committee determined that bonuses would be paid out upon the achievement of any improvement in operating income as compared to FY07 with target bonuses set at 15% growth in operating income and maximum bonuses set at 30% growth in operating income. The target and maximum award opportunities as a percent of base salary for our NEOs are as follows:


Name	Target			Maximum

Mr. Slark		75	%		150	%
Mr. McCarthy		60	%		120	%
Mr. Johnson		60	%		120	%
Mr. Fleischhacker		50	%		100	%
Mr. Root		50	%		100	%

Long-Term Incentives

The Committee awards a combination of stock options and restricted stock to focus executive officers on long-term value creation and achievement of key performance goals. Equity awards help to align the interests of our executive officers with those of our stockholders. Executive officers receive stock options that provide them with the right to buy a fixed number of shares of Molex Class A Common Stock at the closing price of the stock on the grant date. Generally, options vest ratably over four years beginning on the first anniversary of the grant date. Restricted stock awards of Molex Class A Common Stock are granted at no cost to the executive officer. Generally, restricted stock awards vest ratably over four years beginning on the first anniversary of the grant date. The vesting of stock options and restricted stock awards is accelerated upon the death, total disability or qualified retirement of an executive officer.

We believe that equity awards, more than any other element of compensation, provide our executive officers with incentives to improve the performance of Molex over the long-term. This performance incentive combined with the fact that equity awards allow us to retain valuable executives and align the interests of our executives with those of stockholders, is why the Committee has historically provided equity awards that are at the 75^th percentile or higher of our peer group.

All long-term incentives grants for executive officers are approved by the Committee and routine annual grants occur on August 15 (or the next trading day if markets are closed on August 15).

FY08 Compensation Decisions

As previously noted, the Committee selected year-over-year growth in operating income as the performance measure for the FY08 annual bonus. The Committee approved individual performance goals at the beginning of FY08 for the CEO, and the Committee and the CEO approved performance goals for the other executive officers. The CEO’s individual performance goal areas included: year-over-year improvement in operating performance for each of the divisions; strengthening Molex’s ~~independent auditors periodically. Any services exceeding~~global compliance and ethics program; increased stakeholder contact; talent development and effective succession planning; and revenue growth through acquisitions and strategic alliances.

In August 2008, the Committee and the Co-Chairman of the Board conducted an evaluation of the performance of the CEO, and the Committee and the CEO conducted an evaluation of the performance of the other executive officers during FY08 against pre-established goals. Based upon these ~~fee levels require specific~~evaluations, decisions were made regarding salary increases and annual bonuses. The Named Executive Officers received salary increases ranging from 3.5% to 4% effective September 1, 2008. We did not have any improvement in operating income in FY08 and the executive officers, including the Named Executive Officers, did not receive an annual bonus.

In keeping with our philosophy of aligning management and stockholder interests and considering the future contributions expected of the executive officers, the Committee granted on August 15, 2007, long-term incentive awards to each executive officer. See the “Grants of Plan-Based Awards Table” for the equity granted to the Named Executive Officers in FY08.

Retirement, Savings and Insurance Benefits

In order to provide competitive total compensation, we offer qualified profit sharing and 401(k) defined contribution plans. U.S. executive officers participate in these plans on the same terms as other salaried employees. The ability of executive officers to participate fully in these plans is limited under IRS and ERISA requirements. As is commonly the case among our peer group, we offer to executive officers nonqualified counterparts to these plans, which are not subject to these limitations. Additionally, we offer a nonqualified deferred compensation plan, supplemental life insurance, supplemental travel/accident insurance and the opportunity to purchase supplemental life insurance coverage.

We do not offer pension benefits to our executive officers. On acase-by-case basis, the Committee has approved individual retirement packages, in addition to the retirement benefits generally available under other employee benefit plans, to retiring executive officers based on years of service and contributions to Molex.

Defined Contribution Plans

The Molex Incorporated Profit Sharing and Retirement Plan is a defined contribution plan under which we make discretionary annual contributions of a fixed percentage of eligible compensation to a participant’s account. We make contributions to the Profit Sharing Plan for executive officers on the same terms as applicable to all participating employees. During FY08, we made a contribution equal to 9.2% of eligible compensation to all eligible employees, including the U.S. executive officers.

U.S. executive officers may also participate in the Molex Incorporated Employees 401(k) Plan, a defined contribution plan. Under this plan, each executive officer may contribute a maximum of 25% of eligible pay on a pre-tax basis up to the IRS limit. We match the contributions of executive officers on the same terms as are applicable to all participating employees - up to 1% of an employee’s contributions. Additional information about these plans can be found under “Executive Compensation.”

Supplemental Executive Retirement Plan

The Molex Supplemental Executive Retirement Plan is a non-qualified defined contribution plan available to all participants in the Profit Sharing Plan who are affected by the IRS contribution limit. Additional information about this plan can be found under “Executive Compensation.”

Executive Deferred Compensation Plan

The Molex Executive Deferred Compensation Plan permits participants to defer all or a portion of their base salary and bonus during the plan year. Additional information about this plan can be found under “Executive Compensation.”

Executive Perquisites

We provide certain perquisites to our executive officers. We are selective in our use of perquisites, utilizing perquisites of which the value is generally modest; these perquisites may include car allowances or leased cars, financial planning and counseling, executive physical medical examinations and other customary executive perquisites. The Committee has adopted a perquisite pre-approval policy under which certain perquisites and maximum amounts for such perquisites have been pre-approved by the Committee. ~~None of the services described below were approved pursuant~~The Committee has delegated authority to the ~~de minimus exception provided by Rule 2-01(c)(7)(i)(C) of Regulation S-X.~~

~~Fees Billed by the Independent Auditors~~

Deloitte & Touche LLP served as Molex’s independent auditors during the fiscal year ended June 30, 2004. In addition, Deloitte & Touche LLP performed certain audit services in connection with their uncompleted review of Molex’s Form 10-QCEO to approve such perquisites for ~~the quarter ended September 30, 2004 prior to their resignation in November 2004. All of the fees paid to Deloitte & Touche LLP for such periods are~~other executive officers. The Committee must separately approve perquisites not specified included in the ~~table below. Ernst~~policy or amounts that exceed the specified amounts.

Employment Agreements, Severance Arrangements and Change in Control Benefits

We do not currently offer employment agreements, severance agreements, or change in control agreements to any executive officer. As the Committee annually reassesses the effectiveness of the executive compensation program, it also assesses the merits of offering these types of arrangements for executives. The Committee may decide to offer these types of benefits in the future.

Tax Considerations

Under Section 162(m) of the Internal Revenue Code, executive compensation in excess of $1 million paid to certain executive officers is generally not deductible for purposes of corporate federal income taxes unless it qualifies as performance-based compensation. The Committee intends to rely on performance-based compensation practices and such practices will be designed to fulfill, in the best possible manner, future corporate business objectives. We will take appropriate action to maintain the tax deductibility of our executive compensation. However, when warranted due to competitive or other factors, the Committee may decide in certain circumstances to exceed the deductibility limit or to otherwise pay non-deductible compensation.

Section 409A of the Internal Revenue Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose executive officers to accelerated income tax liabilities and penalty taxes and interest on their vested compensation under such plans or arrangements.

Accordingly, it is our intention to design and administer, and where applicable to amend, our compensation and benefits plans and arrangements for all executive officers so that they are either exempt from, or satisfy the requirements of, Section 409A.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion & ~~Young LLP~~Analysis with management. Based on this review and discussion, the Compensation Committee has ~~served as Molex’s independent auditors since December 2004.~~

recommended to the full Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC.

Compensation Committee:

Robert J. Potter, Chairman

David L. Landsittel

Joe W. Laymon

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth ~~the aggregate fees billed~~dollar amounts concerning compensation awarded to, paid to, or ~~expected to be billed~~earned by Ernst & Young LLP and Deloitte & Touche LLP including all associated “out-of-pocket” costs for both audit and non-audit services rendered for the fiscal years ended June 30, 2005 and June 30, 2004 on behalfeach of ~~Molex and its subsidiaries:~~

Fiscal Year 2005

Fiscal Year 2004
Ernst & Young

Deloitte & Touche

Deloitte & Touche
Audit Fees
Fiscal Years 2003-04 Financial Statements

$
3,250,000

Fiscal Year 2005 Financial Statements

$
2,586,969

Fiscal Year 2005 Internal Controls

$
1,100,000

Total
$ 6,836,969
^(a)
$ 238,500 $ 1,122,350
Audit-Related Fees
$ 0 $ 18,250 $ 153,850
Tax Fees
$ 17,806 $ 103,636 $ 1,371,180
All Other Fees
$ 0 $ 0 $ 110,000
TOTAL FEES
$ 6,854,775
^(a)
$ 360,386 $ 2,757,380

~~(a)~~

Includes audit fees billed and estimated to be billed by Ernst & Young LLP for audit services relating to the fiscal 2005 consolidated financial statements and internal controls as well as for the contemporaneous audit of the fiscal 2004 and 2003 consolidated financial statements previously audited by Deloitte & Touche LLP.

~~A description~~our of ~~the types of services provided in each category is as follows:~~

~~Audit Fees.~~ ~~These are fees~~Named Executive Officers (NEO) for all ~~services performed to comply with generally accepted auditing standards including:~~

Ÿ		~~the audit of Molex’s annual financial statements;~~

Ÿ		~~the audit of management’s assessments of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting (§404 testing);~~

Ÿ		~~the reviews of the quarterly financial statements included in our Forms 10-Q;~~

Ÿ		~~services provided in connection with statutory audits required internationally;~~

Ÿ		~~regulatory filings;~~

Ÿ		~~consents and assistance with the review of documents filed with the SEC, such as registration statements and responses to SEC comment letters; and~~

Ÿ		~~services that only the independent auditor can reasonably provide, such as comfort letters and attest services.~~

~~Audit Related Fees.~~ These are fees for services that are reasonably related to the performance of the audit or review of the financial statements. These services are traditionally performed by the independent auditors and include audits of employee benefit plans, services related to acquisition or divestiture activities including due diligence and other procedures related to acquisitions, internal control-related services, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

~~Tax Fees.~~ These are fees for services that primarily include work relating to tax compliance, tax planning, employee tax services and other tax-related matters. Generally, tax compliance includes preparation and/or review of original and amended company tax returns, claims for refund, assistance with tax audits and appeals. Tax planning includes tax advice related to acquisitions and divestitures, employee benefit plans and requests for rulings or technical advice from taxing authorities. Employee tax services include preparation and/or assistance regarding employee tax returns such as tax services for Molex personnel assigned to a location different from their home country (~~“Expatriate”~~).

During fiscal years 2005 and 2004, Molex paid Ernst & Young LLP and Deloitte & Touche LLP the tax fees set forth in the above table for the preparation of various entity tax returns, assistance with tax audits, restructuring tax counseling, international tax advice, employee tax services and general tax advice. Of the tax fees paid for fiscal year 2004 to Deloitte & Touche LLP, $489,670 was for tax compliance, $376,160 was for international tax planning advice and $505,350 was generally for Expatriate tax services.

~~All Other Fees.~~ These are fees for all other services not included as audit fees, audit-related fees and/or tax fees as set forth above. During fiscal year 2004, Molex paid Deloitte & Touche LLP for services relating to employee compensation statements and other miscellaneous services.

~~INFORMATION ABOUT~~
~~COMPENSATION AND EXECUTIVE OFFICER TRANSACTIONS~~

~~SUMMARY COMPENSATION TABLE~~

~~The following Summary Compensation Table sets forth information on compensation for~~ services rendered in all capacities ~~to Molex~~during FY08 and its subsidiaries for the fiscal years indicated for each individual that served as our Chief Executive Officer during the last completed fiscal year and the four other most highly compensated executive officers of Molex (collectively, the ~~“Executives”~~~~) based on total salary and bonus payments for the last completed fiscal year.~~

FY07.


									Non-Equity
					Stock		Option		Incentive Plan		All Other
Name	Year		Salary		Awards(1)		Awards(1)		Compensation(2)		Compensation(3)		Total

Martin P. Slark		2008		878,333		1,380,194		1,627,679		-		163,212		4,049,418
Vice Chairman &		2007		833,333		1,120,651		1,858,885		-		199,854		4,012,723
Chief Executive Officer
Liam G. McCarthy		2008		568,332		550,926		839,148		-		93,302		2,051,708
President & Chief		2007		545,825		413,499		762,822		-		155,583		1,877,729
Operating Officer
James E. Fleischhacker		2008		480,291		539,048		778,047		-		75,048		1,872,434
Executive Vice President & President, Transportation Products Division		2007		461,818		567,327		1,007,831		-		82,332		2,119,308
David D. Johnson		2008		477,400		616,012		552,701		-		64,143		1,710,256
Executive Vice President, Treasurer & Chief Financial Officer		2007		455,000		458,833		392,484		-		103,596		1,409,913
David B. Root		2008		392,460		366,013		374,358		-		306,151		1,438,982
Executive Vice President & President, Commercial Products Division		2007		376,500		258,465		381,544		-		92,952		1,109,461


(1)		~~Long-Term~~ The amounts shown represent the compensation cost of stock awards and option awards for financial reporting purposes under FAS 123(R), rather than an amount paid to or realized by the NEOs. The FAS 123(R) value as of the grant date is spread over the number of months of service required for the grant to become non-forfeitable. There can be no assurance that the FAS 123(R) amounts will ever be realized. For FY08, assumptions used in the calculation of these compensation costs are included in Note 17 to the consolidated financial statements included in the Annual Report on Form10-K filed with the SEC on August 6, 2008.

(2)		Since our annual incentive performance measures were not met in FY08 and FY07, the NEOs did not receive a bonus.

(3)		See the “All Other Compensation ~~Awards~~Table.”

All Other Compensation Table

The following table sets forth dollar amounts for other compensation provided to the NEOs included in the “All Other Compensation” column of the “Summary Compensation Table.”


									Company
									Contributions to
									Defined		Life
					Tax		Retirement/		Contribution		Insurance
Name	Year		Perquisite(1)		Gross-Up(2)		Severance		Plans(3)		Premiums		Total

M. Slark		2008		67,687		737		-		91,493		3,295		163,212
		2007		57,752		1,993		-		136,086		4,023		199,854
L. McCarthy		2008		32,307		125		-		59,268		1,602		93,302
		2007		58,876		408		-		94,523		1,776		155,583
J. Fleischhacker		2008		22,486		843		-		50,117		1,602		75,048
		2007		7,970		166		-		72,420		1,776		82,332
D. Johnson		2008		11,911		814		-		49,816		1,602		64,143
		2007		25,038		-		-		76,782		1,776		103,596
D. Root		2008		262,838		724		-		40,987		1,602		306,151
		2007		32,204		125		-		58,847		1,776		92,952


~~Name and Principal Positions (a)~~ (1)	~~Fiscal~~ ~~Year~~	~~_Salary_~~	~~Bonus (b)~~	~~Other Annual~~ ~~Compensation (c)~~	~~Restricted~~ ~~Stock (d)~~	~~Options~~ ~~(No. Shares)~~	~~All Other~~ ~~Compensation (g)~~ See the “Perquisites Table.”
~~F. A. Krehbiel~~............................. Co-Chairman and Chief Executive Officer	2005 2004 2003	$450,000 $450,000 $450,000	$ 0 $ 195,570 $ 0	* * $ 47,412	0 0 0	40,000 (e) 20,000 (e) 20,000 (e)	$ 68,448 $ 45,017 $ 81,606
(2)		~~M. P. Slark~~Taxgross-ups................................. President relate to service anniversary awards, annual medical examinations and ~~Chief Operating Officer~~spousal travel for business purposes.	2005 2004 2003	$624,117 $570,835 $516,002	$ 0 $ 300,000 $ 0	$ 50,655 * *	~~20,000~~ ~~20,000~~ ~~35,000~~	175,000 (f) 175,000 (f) 175,000 (f)	$ 89,062 $ 55,686 $ 45,050
			2005 2004 2003	$624,117 $570,835 $516,002	$ 0 $ 300,000 $ 0	$ 50,655 * *	~~20,000~~ ~~20,000~~ ~~35,000~~	175,000 (f) 175,000 (f) 175,000 (f)	$ 89,062 $ 55,686 $ 45,050
(3)		See the “Company Contributions Table.”

Perquisites Table

The following table sets forth dollar amounts for perquisites provided to the NEOs included in the “Perquisites” column of the “All Other Compensation Table.” The amounts included in the table reflect the actual cost to Molex for providing these perquisites.


									Overseas
			Leased		Financial		Medical		Assignment				Spousal
Name	Year		Vehicle		Planning		Exam		Expenses(1)		Clubs(2)		Travel		Gifts(3)		Total

M. Slark		2008		30,680		26,996		1,465		-		8,546		-		-		67,687
		2007		19,264		23,354		1,685		-		6,490		-		6,959		57,752
L. McCarthy		2008		27,107		5,200		-		-		-		-		-		32,307
		2007		45,716		8,406		-		-		300		-		4,454		54,422
J. Fleischhacker		2008		7,626		12,792		-		-		350		1,718		-		22,486
		2007		1,422		6,198		-		-		350		-		-		7,970
D. Johnson		2008		7,597		2,364		1,950		-		-		-		-		11,911
		2007		22,239		2,799		-		-		-		-		-		25,038
D. Root		2008		1,499		-		-		248,766		12,573		-		-		262,838
		2007		23,196		-		2,674		-		750		5,584		-		32,204


~~G. Tokuyama~~.............................. Corporate Vice President(1)		Mr. Root served on expatriate assignment in Singapore during all of FY08. The amount shown includes rent and ~~Regional President, Far East North~~	2005 2004 2003	$550,753 $544,244 $467,985	$ 0 $ 214,932 $ 0	* * *	0 0 ~~20,000~~	0 100,000 (f) 100,000 (f)	$1,191,427 $ 583,618 $ 67,843house maintenance expenses for Mr. Root’s residence in Singapore, tax equalization, expatriate travel expenses for him and his family, and payments to recognize the cost of living differential between the U.S. and Singapore. These expenses are within our Foreign Service Employees Policies & Procedures.
~~R. B. Mahoney~~.......................... Executive Vice President and Regional President, Far East South; Former Acting Chief Financial Officer	2005 2004 2003	$524,485 $462,473 $396,908	$ 0 $ 232,800 $ 0	$126,008 $104,188 *	~~16,000~~ ~~16,000~~ ~~31,000~~	125,000 (f) 125,000 (f) 140,000 (f)	$ 55,551 $ 45,756 $ 32,844
(2)		~~W. W. Fichtner~~.......................... Corporate Vice PresidentThe amounts for Mr. Slark include memberships in the Chicago Club and ~~Regional President, Europe~~theMid-America	2005 2004 2003	$516,768 $497,319 $446,186	$ 0 $ 183,791 $ 0	$ 53,287 * *	21,044 10,522 10,522	108,381 (f) 44,287 (f) 48,715 (f)	$ 12,381 $ 12,353 $ 11,775 Club. These two memberships are used primarily for business purposes, but because corporate members are not permitted, the memberships are held in Mr. Slark’s name. The amount for Mr. Root includes membership in a club in Singapore that is an enhanced benefit outside of our Foreign Service Employees Policies & Procedures but within the Compensation Committee’s perquisite pre-approval policy. All other amounts represent memberships in airline club lounges.
~~J. J. King~~.................................... Former Vice Chairman and Chief Executive Officer; Vice President, Strategic Planning
(3)	2005 2004 2003	$708,333 $675,003 $597,876	$ 0 $ 400,000 $ 0	$ 54,617 * *	~~40,000~~ ~~40,000~~ ~~70,000~~	300,000 (f) 300,000 (f) 300,000 (f)	$ 108,499 $ 65,697 $ 51,098

~~(a)~~

The ~~positions set~~amounts represent the dollar value of service anniversary awards made by Molex.

Company Contributions Table

The following table sets forth dollar amounts included in the “Company Contributions to Defined Contribution Plans” column of the “All Other Compensation Table” as follows: (i) Molex matching contributions to the Molex Incorporated 401(k) Savings Plan, (ii) Molex contributions to the Molex Incorporated Profit Sharing and Retirement Plan, and (iii) Molex contributions to the 2005 Molex Supplemental Executive Retirement Plan. This table does not include contributions made by each of the NEOs to these plans.


Name	Year		401(k) Plan		Profit-Sharing		SERP		Total

M. Slark		2008		2,300		21,741		67,452		91,493
		2007		2,300		21,021		112,765		136,086
L. McCarthy		2008		2,300		21,741		35,227		59,268
		2007		2,300		21,021		71,202		94,523
J. Fleischhacker		2008		2,300		21,741		26,076		50,117
		2007		2,300		21,021		49,099		72,420
D. Johnson		2008		2,300		21,741		25,775		49,816
		2007		2,300		21,021		53,461		76,782
D. Root		2008		2,300		21,741		16,946		40,987
		2007		2,300		21,021		35,526		58,847

Molex Incorporated 401(k) Savings Plan. We make matching contributions to the 401(k) Plan for each of the NEOs on the same terms as applicable to all participating employees. The 401(k) Plan permits participants to contribute a maximum of 25% of compensation subject to a dollar limit set by the IRS. For calendar years 2007 and 2008 the IRS limit was $15,500. We match up to 1% of a participant’s contributions and amounts contributed by us and participants may be invested in a variety of mutual funds, including money market, bond, fixed income, large-, mid-, and small-cap equity funds, international equity funds and life-style funds. Earnings on such investments were in the range of 4.87% to 26.88% during calendar year 2007, and -14.7% to 11.46% during calendar year 2008. Molex stock is not an investment option and “above market” crediting rates are not offered. A participant may transfer investments among the various investment alternatives on a daily basis.

Molex Incorporated Profit Sharing and Retirement Plan. The Profit Sharing Plan is a defined contribution plan under which we make discretionary annual contributions for each of the NEOs on the same terms as applicable to participating employees. During each of FY07 and FY08, we made a contribution equal to 9.2% of eligible compensation to U.S. eligible employees, including the NEOs. Eligible compensation includes base salary and bonuses subject to a dollar limit set by the IRS. For calendar years 2007 and 2008, the IRS limit was $225,000 and $230,000, respectively. Our contributions in excess of these eligible compensation limits were contributed under the SERP to restore the intended benefit of the Profit Sharing Plan.

Amounts that we contribute may be invested in a variety of mutual funds, including managed income, bond, fixed income, large-, mid-, and small-cap equity funds, international equity funds and life-style funds. Earnings on such investments were in the range of 4.29% to 23.67% during calendar year 2007, and -19.1% and 5.28% during calendar year 2008. Molex stock is not an investment option and “above market” crediting rates are not offered. A participant may transfer investments among the various investment alternatives on a daily basis. Amounts that we contribute commence vesting on a participant’s second anniversary of employment. At that time, amounts vest in 20% annual increments and become fully vested on the participant’s sixth anniversary of employment. Vested amounts are distributed to a participant upon separation from service.

2005 Molex Supplemental Executive Retirement Plan (SERP). The SERP is a non-qualified defined contribution plan available to participants in the Profit Sharing Plan who are affected by the IRS contribution limit. As noted above, we contribute to the SERP the excess of eligible compensation that we were not able to contribute to the Profit Sharing Plan due to IRS contribution limits. Amounts that we contribute may be invested in a variety of mutual funds, including money market, bond, fixed income, large-,mid-, and small-cap equity funds, international equity funds and life-style funds. Earnings on such

investments were in the same ranges as for the Profit Sharing Plan during each of calendar year 2007 and 2008. Molex stock is not an investment option and “above market” crediting rates are not offered. A participant may transfer investments among the various investment alternatives on a daily basis.

Amounts that we contribute under the SERP vest in the same manner as contributions to the Profit Sharing Plan. Vested amounts are distributed to a participant upon separation from service. Participants may elect to receive their distributions in either a single lump sum payment or five annual installments. To the extent permitted under Section 409A of the Internal Revenue Code, distributions may be accelerated in the event of an unforeseeable emergency or financial hardship. Distributions to an NEO cannot begin earlier than six months after separation from service.

Grants of Plan-Based Awards

The following table provides information on the estimated possible payouts under the annual incentive plan for FY08, based on certain assumptions about the achievement of performance objectives for Molex and the individual NEO at various levels. Since Molex’s operating performance bonus thresholds were not met in FY08, the NEOs did not receive a bonus. The table also provides information on stock awards and stock options to acquire shares of Molex Class A Common Stock granted in FY08 to each of the NEOs. There can be no assurance that the amounts in the “Grant Date Fair Value of Stock and Option Award” column will ever be realized. We did not grant any performance-based equity in FY08.


			Estimated Possible Payouts Under						All Other		All Other
			Non-Equity Incentive Plan Awards						Stock		Option				Grant Date
			($)(1)						Awards:		Awards:		Exercise or		Fair Value
									Number of		Number of		Base Price		of Stock
									Shares of		Securities		of Option		and Option
	Grant								Stock or		Underlying		Awards		Award
Name	Date		Threshold		Target		Maximum		Units (#)		Options (#)		($/Sh)		($)(2)

M. Slark		08/15/07		0		658,749		1,317,499		75,000		200,000		22.82		2,951,500
L. McCarthy		08/15/07		0		340,999		681,998		30,000		125,000		22.82		1,459,600
J. Fleischhacker		08/15/07		0		240,145		480,291		20,000		60,000		22.82		828,400
D. Johnson		08/15/07		0		286,440		572,880		25,000		100,000		22.82		1,190,500
D. Root		08/15/07		0		196,230		392,460		25,000		60,000		22.82		942,500


(1)		As further described in ~~this Table are~~ the ~~principal positions held in Molex or its subsidiaries~~“Compensation Discussion & Analysis,” the target award opportunity for ~~which compensation has been paid. Effective as of the beginning of the current fiscal year, (i)~~ Mr. Slark ~~was named Vice Chairman~~is equal to 75% of salary and ~~Chief Executive Officer, with F. A. Krehbiel continuing~~the target award opportunities for the other NEOs range from 50% to ~~serve as Co-Chairman~~60% of base salary. The maximum award opportunity for Mr. Slark is equal to 150% of base salary and the ~~Board. (ii) Mr. Tokuyama resigned as Corporate Vice President as part of his retirement planning~~maximum award opportunities for the other NEOs range from 100% to 120%. We used these percentages to calculate the “target” and continues to serve as Regional President, Far East North, and (iii) Mr. Fichtner retired and resigned as Corporate Vice President and Regional President, Europe. Mr. Mahoney served as Acting Chief Financial Officer from October 2004 to May 2005. Mr. King resigned as Vice Chairman and Chief Executive Officer in December 2004 and has served as Vice President, Strategic Planning since that time.“maximum” amounts noted. There are no “thresholds” under our annual bonus arrangements.
~~(b)~~		~~Reflects cash merit bonus.~~
~~(c)~~(2)		~~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~~Reflects the aggregate ~~sum for the Executive is at least a threshold amount equal to the lesser~~grant date fair value of $50,000 or 10% of the total 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 amount. For each Executive meeting the threshold amount for a fiscal year, those specific items that exceed 25% of the total reported amount in this column are in the table below. Those items in the table below that are either under 25% or $0 are noted with a “*.”

Name

Fiscal
Year

Financial Planning,
Personal Tax Advice
and Income Tax
Return Preparation

Personal Use of
Company Car or
Company Car
Allowance

Net Overseas Assignment
Expenses Including Relocation,
Overseas Living Plus/Minus
Tax Equalization

Personal Life
Insurance Premiums
F. A. Krehbiel............. 2003 $30,775 ** ** $12,470
M. P. Slark.................. 2005 $22,050 $16,099 ** **
R. B. Mahoney............ 2005
2004 **
** $87,121
$19,865 $31,948
$79,271 **
**
W. W. Fichtner........... 2005 ** $30,855 ** $17,580
J. J. King..................... 2005 ** $18,535 ** **

~~(d)~~

~~Represents~~ stock bonus awards ~~under~~and stock options as calculated in accordance with FAS 123(R). There can be no assurance that the ~~2000 Molex Incorporated Long-Term Stock Plan (the~~ ~~“2000 Long-Term Plan”~~). The awards for all fiscal years are for shares of Class A Common Stock. Shares are not issued upon initial grant of the bonus award but are distributable in 25% installments on the first four anniversary dates of the award, subject to acceleration and early termination in certain circumstances specifiedFAS 123(R) amounts will ever be realized. Assumptions used in the ~~2000 Long-Term Plan and related award agreement. All figures have been adjusted~~calculation of these values are included in Note 17 to ~~reflect any stock dividends. Cash dividends are payable with respect to shares that have been distributed. The aggregate number and value (based on~~ the $23.48 per share value of Class A Common Stock as of June 30, 2005) of shares subject to undistributed stock bonus awards at June 30, 2005 were as follows: F. A. Krehbiel, 0 shares ($0); M. P. Slark, 54,915 shares ($1,289,404); G. Tokuyama, 12,500 shares ($293,500); R. B. Mahoney, 46,184 shares ($1,084,400); W. W. Fichtner, 36,825 shar es ($864,651); and J. J. King, 111,452 shares ($2,616,893).

~~(e)~~		Reflects stock option grants under the 2000 Molex Incorporated Incentive Stock Option Plan . The options for all fiscal years are for shares of Class A Common Stock. All figures have been adjusted to reflect any stock dividends. See the Option Grant Table on page 43 for grants made last fiscal year.
~~(f)~~		Reflects stock option grants under the 2000 Long-Term Plan. The options for all fiscal years are for shares of Class A Common Stock. All figures have been adjusted to reflect any stock dividends. See the Option Grant Table on page 43 for grants made last fiscal year.
~~(g)~~		~~The amounts~~consolidated financial statements included in the ~~column~~Annual Report on Form10-K filed with the SEC on August 6, 2008.

2000 Molex Long-Term Stock Plan. Stock awards and stock options are granted to the NEOs under the 2000 Molex Long-Term Stock Plan. Stock awards vest ratably over four years beginning on the first anniversary of the grant date. There is no dividend or other ownership rights in the shares of Class A Common Stock subject to the award unless and until the award vests and the shares are issued. Stock options are granted at 100% of the closing price of the stock on the grant date and vest ratably over four years beginning on the first anniversary of the grant date and expire on the fifth anniversary of the grant date.

The vesting of stock awards and stock options is accelerated upon the executive’s death, disability or qualified retirement. A qualified retirement is one where the executive has reached age 591/2, was employed at least 15 consecutive years, and the Compensation Committee approves the accelerated vesting. Once accelerated, stock awards are distributed and stock options are immediately exercisable and expire at the earliest of the date of expiration set when the option was granted or six years after death, disability or qualified retirement. Stock awards and stock options terminate immediately upon the executive’s voluntary or involuntary termination of employment (other than death, disability or qualified retirement). Stock awards and stock options are not transferable.

Outstanding Equity Awards at Fiscal Year-End Table

The following table set forth summary information regarding the outstanding equity awards at June 30, 2008 granted to each of our NEOs. We did not grant any performance-based equity during FY08. Unless otherwise noted, option awards and stock awards are for the acquisition of shares of Molex Class A Common Stock and vest ratably over four years commencing on the first anniversary of the grant date. Awards are listed below according to grant date with earliest grants listed first.


	Option Awards										Stock Awards
	Number of			Number of									Market
	Securities			Securities							Number of		Value of
	Underlying			Underlying							Shares or		Shares or
	Unexercised			Unexercised							Units of		Units of
	Options			Options			Option		Option		Stock That		Stock That
	Exercisable			Unexercisable			Exercise Price		Expiration		Have Not		Have Not
Name	(#)			(#)			($)		Date		Vested (#)		Vested ($)(3)

M. Slark		59,532	(1)		0			28.80		07/19/2008		0		0
		100,000			0			22.28		07/25/2009		0		0
		75,000			0			23.62		06/02/2010		0		0
		175,000			0			25.99		10/24/2013		0		0
		131,250			43,750			24.76		07/29/2009		5,000		114,550
		93,750			93,750			23.86		10/28/2010		31,250		715,938
		46,875			140,625			29.79		08/15/2011		46,875		1,073,907
		0			200,000			22.82		08/15/2002		75,000		1,718,250

L. McCarthy		18,452	(1)		0			28.80		07/19/2008		0		0
		6,250			0			22.28		07/25/2009		0		0
		17,990			0			25.99		10/24/2013		0		0
		13,350			4,450			25.51		08/26/2009		925		21,192
		75,000			75,000			23.54		07/01/2010		12,500		286,375
		31,250			93,750			29.79		08/15/2011		22,500		515,475
		0			125,000			22.82		08/15/2012		30,000		687,300

J. Fleischhacker		0			12,500	(2)		21.81		07/29/2009		0		0
		0			93,750	(2)		28.32		07/22/2010		0		0
		54,362			0			28.80		07/19/2008		0		0
		70,000			0			22.28		07/25/2009		0		0
		50,000			0			23.62		06/02/2010		0		0
		100,000			0			25.99		10/24/2013		0		0
		75,000			25,000			24.76		07/29/2009		6,000		137,460
		28,125			28,125			23.86		10/28/2010		9,375		214,782
		15,000			45,000			29.79		08/15/2011		15,000		343,650
		0			60,000			22.82		08/15/2012		20,000		458,200

D. Johnson		75,000			25,000			22.80		05/16/2010		6,250		143,188
		15,000			15,000			24.33		09/12/2010		5,000		114,550
		18,750			56,250			29.79		08/15/2011		11,250		257,738
		0			100,000			22.82		08/15/2012		18,750		429,563
												25,000		572,750

D. Root		0			8,000			9.275		10/09/2011		0		0
		28,125			28,125			26.06		07/28/2010		9,374		214,758
		15,000			45,000			29.79		08/15/2011		15,000		343,650
		0			60,000			22.82		08/15/2012		25,000		572,750


(1)		These options expired unexercised on July 19, 2008.

(2)		These are long-term options to acquire shares of Molex Common Stock that vest on the tenth anniversary of the Summary Compensation Table entitled “All Other Compensation” include amounts that have been paid or accrued by Molex or any of its subsidiaries for the fiscal year under the Company retirement benefit plans, as well as other deferred compensation arrangements such as severance agreements or death benefits. See the table below for a breakdown of the items contained in this column.

~~Name~~	Fiscal Year	~~Qualified Defined~~ ~~Benefit Plans (i)~~	~~401(k) Plan (ii)~~	~~Nonqualified~~ ~~Defined Benefit~~ ~~Plans (iii)~~	~~Retirement~~ ~~Annuity (iv)~~	~~Arrangements~~ ~~Involving Future~~ ~~Compensation (v)~~ grant date.
~~F. A. Krehbiel...........~~
(3)	2005 2004 2003	$ 18,860 $ 18,400 $ 18,400	$ 2,050 $ 2,000 $ 2,000	$ 43,548 $ 24,617 $ 9,753	N/A N/A N/A	$ 4,000 $ 0 $ 165,095
~~M. P. Slark................~~	2005 2004 2003	$ 18,860 $ 18,400 $ 18,400	$ 2,050 $ 2,000 $ 2,000	$ 68,152 $ 35,286 $ 24,650	N/A N/A N/A	N/A N/A N/A
~~G. Tokuyama............~~	2005 2004 2003	N/A N/A N/A	N/A N/A N/A	$100,980 $121,549 $ 67,843	N/A N/A N/A	$1,090,447 $ 462,069 $ 0
~~R. B. Mahoney .........~~	2005 2004 2003	$ 18,860 $ 18,400 $ 18,400	$ 2,050 $ 2,000 $ 2,000	$ 34,641 $ 25,356 $ 12,444	N/A N/A N/A	N/A N/A N/A
~~W. W. Fichtner ........~~	2005 2004 2003	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	$ 12,381 $ 12,353 $ 11,775	N/A N/A N/A
~~J. J. King...................~~	2005 2004 2003	$ 18,860 $ 18,400 $ 18,400	$ 2,050 $ 2,000 $ 2,000	$ 87,589 $ 45,297 $ 30,698	N/A N/A N/A	N/A N/A N/A

~~(i)~~		~~The Molex Incorporated Profit Sharing and Retirement Plan (~~~~“US Profit Sharing Plan”~~) is the only defined contribution plan that is qualified under the U.S. tax laws. All of the U.S. officers participate in this Plan to the same extent as all other eligible employees. Pursuant to the Plan, Molex contributes the same discretionary percentage of the eligible compensation to a participant’s account. The vested portion of that contribution is shown in the column. The eligible compensation is capped at a maximum amount. Accordingly, the maximum contribution that any employee could receive is the determined percentage multiplied by the maximum amount.
~~(ii)~~		The U.S. based officers all participate in the Molex Incorporated 401(k) Savings Plan. The officers are treated in the same manner as all of the other eligible employees of Molex are treated. Pursuant to that Plan, Molex contributes a percentage of the participant’s deferred compensation up to a maximum amount. That maximum amount is shown in the column.
~~(iii)~~		~~Molex has two nonqualified defined contribution plans in which officers participate:~~

Ÿ		~~All of the officers who participate in the US Profit Sharing Plan also participate in the Molex Incorporated Supplemental Executive Retirement Plan (~~~~“SERP”~~) and the successor SERP. The SERP is a nonqualified defined contribution and deferred compensation plan wherein Molex contributes the amount of money that would have been otherwise contributed to the US Profit Sharing Plan but for the eligible compensation cap noted in footnote (i) above.
Ÿ		G. Tokuyama participates in the Molex-Japan Directors’ and Executive Officers’ Retirement Trust. This Plan is a defined contribution plan that only the officers and directors of Molex-Japan Co., Ltd. are eligible to participate. Molex-Japan makes a contribution to the Plan based on a discretionary percentage of a participant’s compensation and service.

~~(iv)~~		~~W. W. Fichtner has a retirement annuity contract for which Molex pays €10,226 per year. The amounts are the US dollar equivalent for the year.~~
~~(v)~~		~~Amounts accrued with respect to matters described below under the caption “Individual Arrangements Involving Future Compensation” on page 45.~~

~~AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2005 AND YEAR-END OPTION VALUESM~~

No. of Shares
At June 30, 2005
Acquired
Upon

Value
Number of
Unexercised Options
Value of Unexercised
In-the-Money Options (b)
Name

Stock Class

Exercise

Realized (a)

Exercisable

Unexercisable

Exercisable

Unexercisable
F. A. Krehbiel.................... Common 0 ― 0 0 ― ―
Class A 0 ― 50,004 69,996 $     31,003 $     30,993
M. P. Slark........................ Common 36,293 $   533,384 101,330 226,563 $   530,960 $ 1,266,563
Class A 0 ― 236,159 408,633 $   179,000 $   179,000
R. B. Mahoney................... Common 0 ― 0 99,414 ― $   285,617
Class A 0 ― 197,929 305,293 $     71,600 $   143,200
G. Tokuyama..................... Common 0 ― 0 0 ― ―
Class A 0 ― 180,000 140,000 $   179,000 $   179,000
W. W. Fichtner.................. Common 0 ― 0 40,000 ― $   122,100
Class A 0 ― 134,566 179,349 $     87,202 $     87,198
J. J. King.......................... Common 101,293 $1,212,582 125,000 226,563 $   654,989 $ 1,266,563
Class A 0 ― 468,178 707,862 $   358,000 $   358,000

~~(a)~~		~~The difference between the aggregate fair market value of the shares acquired~~Based on the ~~date of exercise and the aggregate option price for such shares.~~
~~(b)~~		~~The difference between the aggregate fair market value of the shares for which options were unexercised as of June 30, 2005 (based on a value on that date of $26.04~~$22.91 per share ~~for Common Stock and $23.48 per share for Class A Common Stock) less the aggregate option exercise~~closing 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, 2005) are excluded.~~

~~OPTION GRANTS IN FISCAL YEAR 2005~~

Individual Grants

Options Granted
(No. Shares of
Percentage of
Total Options
Granted to
Employees in

Exercise
Price

Expiration
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
for Option Term (d)
Name

Class A Stock)

Fiscal 2005 (c)

($/Share)

Date

5%

10%

F. A. Krehbiel................. 38,474 (b) 1.7015% $24.76 07/29/09 $    263,190 $     581,582
1,526 (b) 0.0675% $27.24 07/29/09 $        6,661 $       19,289
M. P. Slark.................... 175,000 (a) 7.7393% $24.76 07/29/09 $ 1,197,128 $ 2,645,340
R. B. Mahoney............... 125,000 (a) 5.5280% $24.76 07/29/09 $    855,091 $ 1,889,528
G. Tokuyama................. 0          ― ― ― ― ―
W. W. Fichtner.............. 49,505 (a) 2.1893% $24.76 07/29/09 $    338,650 $     748,329
58,876 (a) 2.6038% $24.27 06/02/10 $    381,374 $     842,736
J. J. King....................... 300,000 (a) 13.2673% $24.76 07/29/09 $ 2,052,219 $ 4,534,868

~~(a)~~

~~Options were granted pursuant to The 2000 Molex Incorporated Long-Term Stock Plan (the~~ ~~“Long-Term Plan”~~~~) that offer the right to acquire Class A Common Stock for an exercise price equal to the fair market value~~ of the Class A Common Stock on June 30, 2008.

Option Exercises and Stock Vested Table

This table summarizes the option exercises and vesting of stock awards for each of the NEOs for FY08.


	Option Awards				Stock Awards
	Number				Number
	of Shares		Value		of Shares		Value
	Acquired on		Realized on		Acquired on		Realized on
Name	Exercise (#)		Exercise($)(1)		Vesting(#)(2)		Vesting($)(3)
M. Slark		249,767		1,408,585		41,250		1,060,363
L. McCarthy		6,250		91,745		15,404		381,635
J. Fleischhacker		58,593		552,298		19,187		215,350
D. Johnson		-		-		18,750		475,500
D. Root		8,250		119,963		9,688		240,676


(1)		The aggregate dollar value realized upon exercise of stock options reflects the ~~grant date and may not be exercised~~price at which shares of Molex Class A stock underlying the stock options were valued or sold for ~~one year after the grant date. Each year after the grant, 25%~~income tax purposes, net of the ~~shares subject to the option become exercisable either by delivery of cash or stock of Molex. The options expire five years after grant.~~
~~(b)~~		~~Options were granted pursuant to The 2000 Molex Incorporated Incentive Stock Option Plan and provide the right to acquire Class A Common Stock for an~~ exercise price equal to the fair market value of the Class A 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 five years after grant.
~~(c)~~		~~Total options granted to all employees (2,261,201shares) include options granted to all employees under all~~ of the stock ~~option plans~~option.

(2)		Includes the following number of shares retained by Molex for the ~~stated period regardless~~payment of ~~class. All~~applicable taxes: Mr. Slark 16,276; Mr. McCarthy 4,538; Mr. Fleischhacker 6,121; Mr. Johnson 5,524; and Mr. Root 2,854.

(3)		The aggregate dollar value realized on vesting of the ~~shares covered~~stock awards was calculated by ~~options granted last fiscal year were~~multiplying the closing price of Molex Class A ~~Common Stock.~~
~~(d)~~		~~Based on a compounded annual increase of the stated percentage of the market price~~stock on the vesting 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. The amount shown does not necessarily represent the actual value that may be realized by the ~~executive officer.~~number of vested shares.

Nonqualified Deferred Compensation

~~EQUITY COMPENSATION PLAN INFORMATION~~

The ~~following table provides certain equity~~Molex Executive Deferred Compensation Plan permits participants to defer all or a portion of their base salary and bonus during the plan ~~information as of the fiscal year ended June 30, 2005. All share figures have been adjusted to reflect any stock dividends. No additional shares of stock~~year. Amounts deferred by participants may be ~~granted under plans that have expired, but all grants issued prior~~invested in a variety of mutual funds, including money market, bond, fixed income, large-, mid-, and small-cap equity funds, international equity funds and life-style funds. Molex stock is not an investment option and “above market” crediting rates are not offered. Participants may transfer investments among the various investment alternatives on a daily basis.

Participants make separate elections each year regarding the amount to ~~this date~~defer, the deferral period, and ~~are outstanding can be exercised.~~

Plan Category
a
b
c
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))

Common
Class A
Common
Class A
Common
Class A
    Equity Compensation Plans
Approved By Security Holders
The 1991 Molex Incorporated Incentive Stock Option Plan
Approved: 10/25/1991
Expired:            6/30/2000 1,248,166 Only Common Stock may be issued $21.8253 Only Common Stock may be issued 0 Only Common Stock may be issued
The 2000 Molex Incorporated Executive Stock Bonus Plan
Approved: 10/20/2000
Expired:            6/30/2005 Only Class A Stock may be issued. 0 Only Class A Stock may be issued $0.00 Only Class A Stock may be issued 0
The 2000 Molex Incorporated Incentive Stock Option Plan
Approved:        10/20/2000
Expired:            6/30/2005 Only Class A Stock may be issued. 345,890 Only Class A Stock may be issued. $26.7313 Only Class A Stock may be issued. 0
The 2000 Molex Incorporated
Long-Term Stock Plan
Approved: 10/20/2000
Amended:         10/24/2003
Expires:            9/30/2007 Only Class A Stock may be issued. 4,832,085 Only Class A Stock may be issued. $23.0685 Only Class A Stock may be issued. 781,984
Equity Compensation Plans Not
   Approved By Security Holders *
The 1990 Molex Incorporated Stock Option Plan
Approved: 2/01/1990
Expired:           6/30/1999 487,669 Only Common Stock may be issued $11.0741 Only Common Stock may be issued. 0 Only Common Stock may be issued
The 1998 Molex Incorporated Stock Option Plan
Approved: 10/23/1998
Expires:            6/30/2009 Only Class A Stock may be issued. 4,073,781 Only Class A Stock may be issued. $11.3597 Only Class A Stock may be issued. 6,397,592
Total
1,735,835 9,251,756 $18.8048 $18.0497 0 7,179,576

Plans adopted by the board of directors. Officers and directors are specifically excluded from receiving grants under these plans. The material terms of these plans not approved by the stockholders are as follows:

	~~The 1990 Molex Incorporated Stock Option Plan~~	~~The 1998 Molex Incorporated Stock Option Plan~~
~~No. Shares Reserved~~	~~6.875 million shares of Common Stock~~	~~12.5 million shares of Class A Common Stock~~
~~Eligibility~~	~~All employees of Molex and its affiliates, but not officers and directors~~
Vesting: Typical Long-Term Accelerated	~~........................... One year wait followed by 25% cumulative vesting for 4 years~~ ~~........................... Up to 8 years and then 100% vesting.~~ ~~........................... Upon death, disablement or retirement or other special circumstances~~
~~Expiration of grant~~	~~1 year after option is 100% vested.~~
~~Option Price~~	~~10% to 100% of fair market value on the date of grant. Typically, the exercise price is 50% of fair market value.~~

~~CERTAIN TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS~~

~~Retirement Arrangement with a Former Executive Officer~~

~~W. W. Fichtner, Corporate Vice President~~the timing and ~~Regional President~~method of ~~Europe, retired from Molex as of~~distribution at the end of the ~~fiscal year ended June 30, 2005. As a result of Fichtner’s retirement, all of his stock options and bonus awards became fully vested pursuant~~deferral period. With regard to the ~~terms~~deferral period, participants may elect a fixed deferral period of five or ten years or to defer payment until separation from service. Payment of fixed period deferrals begin as of the ~~plans~~date elected provided the participant is still employed at that time. Participants who leave employment prior to the end of an elected fixed deferral period must begin receiving payments after separation from service even if the fixed period has not expired.

Deferred amounts not distributed as described above, are distributed upon a participant’s death, disability or separation from service paid in a single lump sum. Deferred amounts can be distributed in annual installments and the participant is at least 591/2. To the extent permitted under ~~which~~Section 409A of the ~~shares were granted or awarded. In addition, W. W. Fichtner and Molex have entered into a post-retirement arrangement~~Internal Revenue Code, distributions may be accelerated in the ~~form~~event of an unforeseeable emergency or financial hardship we approve. Distributions to executive officers cannot begin earlier than six months after separation from service. None of the NEOs participate in this plan.

Potential Payments upon Termination orChange-in-Control

We do not currently provide executive officers with pension benefits, employment, severance or change in control agreements or arrangements. On acase-by-case basis, the Compensation Committee has approved individual retirement packages to retiring executive officers based on years of service and contribution to Molex.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Audit Committee adopted a written policy governing the review and approval of related person transactions. The policy requires that certain transactions with “related persons” must be approvedand/or ratified by the Audit Committee. The transactions covered by this policy include any transaction in which we are a participant, the amount involved exceeds $120,000, and any related person has a direct or indirect material interest. In accordance with SEC regulations, the term “related person” refers to stockholders of more than 5%, directors (and nominees for director), executive officers and their family members.

The policy provides standing pre-approval for certain types of transactions that the Audit Committee has determined do not pose a significant risk of a ~~Consultancy Agreement having~~conflict of interest, either because a ~~three-year term~~related person would not have a material interest in a transaction of that ~~provides, among~~type or other ~~things, for payments~~characteristics of the transaction eliminate the risk of a conflict of interest. Standing pre-approval applies to the ~~consulting firm with which Mr. Fichtner will be affiliated~~following:


	•	Any transaction between us and another company at which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of 2% of the other company’s gross revenues for that year or $200,000;

	•	Any charitable contribution by us to an organization at which a related person’s only relationship is as an employee (other than an executive officer) or director, if the aggregate amount involved does not exceed the greater of 2% of the charitable organization’s total annual receipts for that year or $200,000;

	•	Any transaction where the related person’s interest arises solely from the ownership of our stock and all stockholders received or will receive the same benefit on a pro rata basis; and

	•	Any transaction involving a related person where the rates or charges involved are determined by competitive bids.

Also, our employment of ~~€ 214,260 (approximately $258,000 based on recent exchange rates) for each~~an immediate family member of ~~the first two years and~~one of ~~€107,130 (approximately $129,000 based on recent exchange rates) the last year. The agreement includes obligations of consulting services, confidentiality and a covenant~~our directors or executive officers is not to compete against Molex in Europe for a period ending one year after the termination or expiration of the Consultancy Agreement. After June 30, 2006, Mr. Fichtner can elect to terminate the Consultancy Agreement at any time by providing advance written notice to Molex. Either party may terminate the Consultancy Agreement at any time under certain other circumstances. Molex will pay for Mr. Fichtner’s leased automobile for two years (estimated annual cost of $32,850 based on current exchange rates), the premiums on two personal life insurance policies for two years (two-year cost of $29,560) and the premiums on an annuity contract for three years (estimated annual cost of $12,381 based on current exchange rates). The Consultancy Agreement was filed as an exhibitsubject to the ~~Company’s Current Report on Form 8-K filed with~~policy unless the ~~SEC on June 7, 2005.~~

family member’s total compensation (salary, bonus, perquisites and value of equity awards) exceeds $120,000and/or the family member is appointed an officer.

Individual Arrangements Involving Future Compensation

On February 1, 1991, each of Frederick A. Krehbiel and John H. Krehbiel, Jr. ~~and F. A. Krehbiel, Co-Chairmen of Molex, each has~~entered into an agreement ~~with Molex~~ pursuant to which ~~Molex has~~we agreed that if he dies while employed, ~~by Molex, it~~we will pay his wife, if she survives him, ~~a given amount~~$125,000 per year for the remainder of her life. ~~The~~Starting with January 1, 1992 the annual amount ~~will be~~is 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, 2005, the annual amount was $177,987.~~ Each agreement terminates in the event that employment ~~with Molex~~ terminates for any reason other than death.

~~G. Tokuyama~~ As of March 31, 2008, we had accrued $105,000 for Frederick A. Krehbiel’s arrangement and ~~Molex have entered into an arrangement regarding Mr. Tokuyama’s retirement. The arrangement provides~~$202,000 for the reduction of Mr. Tokuyama’s responsibilities over the next 10 years, during which time Mr. Tokuyama’s annual base salary will be reduced from ¥61,194,800 (approximately $550,800) for fiscal year 2005 to ¥36,716,900 (approximately $330,500) for fiscal years 2006 through 2014. If G. Tokuyama dies during the term of this arrangement, Molex will pay his spouse, if she survives him, the balance of the payments otherwise due Tokuyama until all the payments have been made or until the spouse dies.

~~Employee Loan~~

Prior to this fiscal year and before he assumed the position of an executive officer of Molex on July 1, 2005, G. C. Brock, Vice President, received a non-interest bearing personal loan from Molex for €200,000 (approximately $240,000 based on recent exchange rates). The largest amount outstanding for the loan at any time during the fiscal year ended June 30, 2005 was €66,000 (approximately $79,200 based on recent exchange rates). The loan was forgiven during June 2005 leaving no balance due.

~~Compensation of Non-Named Executive Officer Employee Directors~~

John H. Krehbiel, Jr.~~, Co-Chairman~~’s arrangement. These amounts are included in the table below under “All Other Compensation.”

Compensation of Employee Directors

Frederick A. Krehbiel, Fred L. Krehbiel, and John H. Krehbiel, Jr. are members of the Board and ~~an executive officer of~~are also employed by us. During FY08, they were paidand/or earned the Company, and the brother of F. A. Krehbiel, received a base salary of $450,000 from Molex during the fiscal year ended June 30, 2005. Mr. Krehbiel did not receive a cash bonus for fiscal 2005. During fiscal 2005, Mr.following amounts:


					All Other
					Compensation
Name	Salary($)		Bonus($)		($)(1)		Total($)

Frederick A. Krehbiel		450,000		-		180,242		630,242
Fred L. Krehbiel		221,273		-		38,700		259,973
John H. Krehbiel, Jr.		450,000		-		264,179		714,179


(1)		These amounts are comprised of amounts contributed by us to qualified and non-qualified benefit plans, perquisites, executive life insurance premiums, taxgross-ups and the amounts accrued pursuant to the arrangements involving future compensation for Frederick A. Krehbiel and John H. Krehbiel, Jr.

On August 15, 2007, Fred L. Krehbiel was granted a stock ~~options under the ISO Plan~~option to ~~acquire 38,474~~purchase 15,000 shares of Molex Class A Common Stock for an exercise price equal to the fair market value of the Class A Common Stock on the grant date and 1,526 shares of Class A Common Stock for an exercise price equal to 110% of the fair market value of the Class A Common Stock on the grant date.Stock. The ~~options have a term of five~~stock option vests ratably over four years ~~and vest in four equal annual installments, beginning~~commencing on the first anniversary of the grant date, and expires five years following the grant date. ~~In addition, Mr.~~Frederick A. Krehbiel ~~received an aggregate~~and John H. Krehbiel, Jr. did not receive equity grants during FY08. Messrs. Krehbiel are eligible to participate in our compensation, benefit and health and welfare plans generally to the same extent as all other Molex employees.

EQUITY COMPENSATION PLAN INFORMATION

We currently maintain equity compensation plans that provide for the issuance of ~~approximately $132,929 in~~Molex stock to directors, executive officers and other ~~compensation~~employees. The following table sets forth information regarding outstanding options and shares available for future issuance under these plans as of June 30, 2008.

(c)

Number of securities

remaining available

(a)

(b)

for future issuance

Number of shares

Weighted-average

under equity

to be issued upon

exercise price

compensation plans

exercise of outstanding

of outstanding

(excluding shares

options

reflected in column (a))

Common

Class A

Common

Class A

Common

Class A

Plan Category

Stock

Equity compensation plans approved by stockholders

223,438

9,750,217

27.59

19.02

7,825,942

Equity compensation plans not approved by stockholders

OTHER MATTERS

Compliance and Ethics

We have adopted a Code of Business Conduct and Ethics for directors, officers and employees, and a Code of Ethics for Senior Financial Management. The full text of these codes can be found on our Web site atwww.molex.com. We intend to post any amendments to or waivers from ~~Molex in fiscal 2005 comprised principally~~these codes on our Web site.

Householding of ~~perquisites, amounts contributed~~Proxy Materials

The SEC allows us to ~~qualified~~send a single proxy statement and ~~non-qualified benefit plans~~annual report to two or more stockholders who share the same address, subject to certain conditions. This practice is known as householding. If your household receives multiple copies of our proxy statements and annual reports and you wish to receive only one copy, please call your bank or broker or contact our Investor Relations group at(630) 527-4447. Conversely, if your household receives only one copy of our proxy statements and annual reports and you would prefer to receive separate copies for each account, please call your bank or broker or Investor Relations and ask to have your accounts removed from the ~~arr angement described above under “Individual Arrangements Involving Future Compensation.”~~householding program.

Appendix I

MOLEX INCORPORATED
PROCEDURES FOR STOCKHOLDERS SUBMITTING
NOMINATING RECOMMENDATIONS

The Nominating and Corporate Governance Committee (Committee) will accept for consideration submissions from stockholders of recommendations for the nomination of directors subject to the following terms and conditions:


1.	Manner and Address for Submission.All stockholders nominating recommendations must be in writing, addressed to the Secretary at 2222 Wellington Court, Lisle, IL 60532. Submissions must be made by mail, courier or personal delivery.E-mailed submissions will not be considered.

2.	Information Concerning the Recommending Stockholders.A nominating recommendation must be accompanied by the following information concerning each recommending stockholder:


	•	The name and address, including telephone number, of the recommending stockholder;

	•	The number and class of Molex stock owned by the recommending stockholder and the time period for which such shares have been held;

	•	If the recommending stockholder is not a stockholder of record, a statement from the record holder of the shares (usually a broker or bank) verifying the holdings of the stockholder and a statement from the recommending stockholder of the length of time that the shares have been held. (Alternatively, the stockholder may furnish a current Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 filed with the Securities and Exchange Commission reflecting the holdings of the stockholder, together with a statement of the length of time that the shares have been held); and

	•	A statement from the stockholder as to whether the stockholder has a good faith intention to continue to hold the reported shares through the date of Molex’s next annual meeting of stockholders.


3.	Information Concerning the Proposed Nominee. A nominating recommendation must be accompanied by the following information concerning the proposed nominee:


	•	The information required by Item 401 of SECRegulation S-K;

	•	The information required by Item 403 of SECRegulation S-K; and

	•	The information required by Item 404 of SECRegulation S-K.


4.	Relationships Between the Proposed Nominee and the Recommending Stockholder. The nominating recommendation must describe all relationships between the proposed nominee and the recommending stockholder and any agreements or understandings between the recommending stockholder and the nominee regarding the nomination.

5.	Other Relationships of the Proposed Nominee. The nominating recommendation shall describe all relationships between the proposed nominee and any of Molex’s competitors, customers, suppliers or other persons with special interests regarding Molex.

6.	Qualifications of the Proposed Nominee. The recommending stockholder must furnish a statement supporting its view that the proposed nominee possesses the minimum qualifications prescribed by the Committee for nominees, and briefly describing the contributions that the nominee would be expected to make to the Board.

7.	Ability to Represent All Stockholders. The recommending stockholder must state whether, in the view of the stockholder, the nominee, if elected, would represent all stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other Molex constituency.

8.	Timing for Submissions Regarding Nominees for Election at Annual Meetings. A stockholder (or group of stockholders) wishing to submit a nominating recommendation for an annual meeting of stockholders must ensure that it is received by Molex, as provided above, not less than 60 days

I-1

nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. In the event that the date of the annual meeting of stockholders for the current year is more than 30 days following the first anniversary date of the annual meeting of stockholders for the prior year, the submission of a recommendation will be considered timely if it is submitted a reasonable time in advance of the mailing of Molex’s proxy statement for the annual meeting of stockholders for the current year.


9.	Stockholder Groups. If a recommendation is submitted by a group of two or more stockholders, the information regarding recommending stockholders must be submitted with respect to each stockholder in the group.

10.	No Obligation to Nominate a Candidate. Acceptance of a recommendation for consideration does not imply that the Committee will interview or nominate the recommended candidate.

I-2

~~Fred L. Krehbiel, a director~~

Appendix II

MOLEX INCORPORATED

PROCEDURES FOR STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

It is Molex’s policy to facilitate communications of stockholders with the Board of Directors and ~~President~~its Committees subject to the following conditions:


1.	Molex’s acceptance and forwarding of communications to the Board or its members does not imply that the directors owe or assume any fiduciary duty to the person submitting the communication - applicable law prescribes all such duties.

2.	Communications to the directors must be in writing and sent to the Secretary at 2222 Wellington Court, Lisle, IL 60532.

3.	The following types of communications are not appropriate for delivery to directors:


	§	Communications regarding individual grievances or other interests that are personal to the party submitting the communications and could not be construed to be of concern to the stockholders or other constituencies of Molex such as employees, customers, suppliers, etc.;

	§	Communications that advocate engaging in illegal activities;

	§	Communications that contain offensive, scurrilous or abusive content; and

	§	Communications that have no rational relevance to Molex’s business or operations.


4.	All communications must be accompanied by the following information regarding the person submitting the communication:


	§	If the person is a stockholder, a statement of the type and amount of the Molex stock that the person holds;

	§	If the person is not a stockholder and is submitting the communication as an interested party, the nature of the person’s interest in Molex;

	§	The address, telephone number ande-mail address, if any, of the person.


5.	Upon receipt by the Secretary, the following will occur:


	§	The communication will be logged identifying the person submitting the communication, the nature of its content and the action taken with respect to the communication.

	§	A review as to whether the conditions of these procedures have been complied with.

	§	An acknowledgement will be sent to the submitter advising whether the communication will be forwarded and if not, why not.


6.	If a communication is not presented to the directors because of failure to meet the conditions of these procedures, that communication must nonetheless be made available to any director to whom it was directed and who wishes to review it.

7.	Communications deemed appropriate for delivery shall be delivered to the directors on periodic basis, generally in advance of each regularly scheduled meeting of the Board.

8.	If so instructed by the Chairman of the Board, communications directed to the Board as a whole, but relating to the competence of one of the Board’s committees, shall be delivered to that committee, with a copy to the Chairman.

II-1

APPENDIX III

MOLEX INCORPORATED

ANNUAL INCENTIVE PLAN


1.	Purpose

The purpose of the ~~Connector Products Division (Americas), a non-executive officer position~~Molex Incorporated Annual Incentive Plan is to provide an incentive to enhance stockholder value and promote the attainment of significant business objectives of the Company by basing a portion of a selected Employee’s cash compensation on the performance of such Employee, the Companyand/or a Business Unit.


2.	Definitions

(a) “Award” means any annual incentive award, payable in cash, made under the Plan, which award may be based on (i) the change (measured as a percentage or an amount) in or of any Performance Measure from one measurement period to another, (ii) the difference (measured as a percentage or an amount) between a specified target or budget amount of any Performance Measure and the ~~son~~actual amount of ~~John H. Krehbiel, Jr., received~~that Performance Measure, during any measurement period, (iii) the extent to which a ~~base salary of $199,680 and an estimated merit bonus of $8,186~~specified target or budget amount for any Performance Measure is met or exceeded during any measurement period, or (iv) any other award, including a discretionary award, that may be paid from ~~Molex during the fiscal year ended June 30, 2005. He received a 4% increase in his base salary~~time to ~~an annual rate of $207,667 effective September 1, 2005. During fiscal 2005, Mr. Krehbiel was granted stock options~~time under the ~~ISO Plan~~Plan.

(b) “Award Schedule”means the Award Schedule established pursuant to ~~acquire 8,000 shares~~Section 5.

(c) “Board”means the Board of ~~Class A Common Stock for an exercise price equal to the fair market value~~Directors of the ~~Class A Common Stock on~~Company.

(d) “Business Unit” means any existing or future facility, region, division, group, subsidiary or other unit within the ~~grant date. The options have a term~~Company.

(e) “Code”means the Internal Revenue Code of five years and vest in four equal annual installments, beginning on the first anniversary of the grant date. In addition, Mr. Krehbiel received an aggregate of approximately $42,837 in other compensation from Molex in fiscal 2005 comprised principally of personal use of a company car and amounts contributed to qualified and non-qualified benefit plans.

~~Advancement of Legal Expenses~~

Between March 2, 2005 and April 22, 2005 seven separate complaints were filed, each purporting to be on behalf of a class of Molex stockholders, against Molex, and certain Molex officers and employees. The stockholder actions have been consolidated before Judge Ruben Castillo in a case pending in the United States District Court for the Northern District of Illinois Eastern Division entitled The Takara Trust v. Molex Incorporated, et. al., Case No. 05C 1245. The Consolidated Amended Complaint alleges, among other things, that during the period from July 27, 2004 to February 14, 2005 the named defendants made or caused to be made a series of materially false or misleading statements about Molex’s business, prospects, operations, and financial statements which constituted violations of Section 10(b) of the Exchange Act of 1934,1986, as amended, and ~~Rule 10b-5~~any successor statute and the regulations promulgated ~~hereunder~~thereunder, as it or they may be amended from time to time.

(f) “Code Section 162(m) Award”means an Award intended to satisfy the requirements of Code Section 162(m) and ~~Section 20(a)~~designated as such in an Award Schedule.

(g) “Committee”means the Compensation Committee of the ~~Exchange Act. The complaint also alleges that certain~~Board.

(h) “Company”means Molex Incorporated, a Delaware corporation.

(i) “Covered Employee” means a “covered employee” within the meaning of Code Section 162(m)(3) or a person designated as a Covered Employee by the Committee.

(j) “Employee”means any employee of the ~~named defendants engaged~~Company or of any of its Business Units.

(k) “Executive Officer”means an officer of the Company that has been designated as an executive officer by the Board.

(l) “Participant” means any Employee selected to receive an Award pursuant to the Plan for any Year.

(m) “Performance Goals”means the performance objectives with respect to one or more Performance Measures established by the Administrator for the Company, a Business Unit or an individual for the purpose of determining whether, and the extent to which, payments will be made for that Year or other measurement period with respect to an Award under the Plan.

(n) “Performance Measure”means any one or more of the following measures, taken alone or in ~~insider tradi ng in v iolation~~conjunction with each other, each of ~~Section 10(b) and Rule 10b-5. As relief,~~which may be adjusted by the ~~complaint seeks, among other things, declaration that~~Administrator to exclude the ~~action be certified as a proper class action, unspecified compensatory damages (including interest) and payment~~before-tax or after-tax effects of ~~costs and expenses (including fees for legal counsel and experts). The individual defendants named~~any significant events not included in the Consolidated Amended Complaint are: J. Joseph King, Diane S. Bullock, John H. Krehbiel Jr., Frederick A. Krehbiel, Ronald L. Schubel and Martin P. Slark. On July 6, 2005 the Court appointed City of Pontiac Group as lead plaintiff, and approved City of Pontiac Group’s choice of lead counsel. On September 6, 2005, the Court denied the plaintiffs motion to permit limited discovery. Molex intends to vigorously contest the Stockholder Actions.

~~Pursuant to the provisions of the Company’s certificate of incorporation, fees and other expenses incurred~~calculations made in connection with ~~legal and regulatory proceedings, including~~setting the ~~litigation against Molex and certain current and former executive officers and directors relating~~Performance Measures for the related Award:


	(1)	Net earnings or net income (before or after taxes);

	(2)	Earnings per share;

	(3)	Net sales or revenue growth;

	(4)	Net operating profit;

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	(5)	Return measures (including, but not limited to, return on assets, return on net assets, capital, invested capital, equity, sales, or revenue);

	(6)	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);

	(7)	EBIT or earnings before or after taxes, interest, depreciation,and/or amortization;

	(8)	Gross or operating margins;

	(9)	Productivity ratios;

	(10)	Share price (including, but not limited to, growth measures and total shareholder return);

	(11)	Expense targets;

	(12)	Margins;

	(13)	Operating efficiency;

	(14)	Market share;

	(15)	Total shareholder return;

	(16)	Customer satisfaction;

	(17)	Working capital targets; and

	(18)	Economic value added or EVA^® (net operating profit after tax minus the sum of capital multiplied by the cost of capital).

Any Performance Measure may be used to measure the performance of the Company or any Business Unit, or any combination thereof, as the Administrator may deem appropriate, or any of the above Performance Measure as compared to the ~~stockholder litigation described~~performance of a group of comparator companies, or published or special index that the Administrator, in its sole discretion, deems appropriate, or the Administrator may select Performance Measure (10) above ~~are being advanced on behalf~~as compared to various stock market indices.

(o) “Plan”means the Molex Incorporated Annual Incentive Plan as set forth herein, as it has been or may be amendedand/or restated from time to time.

(p) “Target Award” means the amount, which may be expressed as a dollar amount or as a percentage of ~~those persons~~a Participant’s salary, payable to a Participant when actual performance with respect to any Performance Measure equals the Performance Goal for that Performance Measure established by the ~~Company. During~~Administrator.

(q) “Year”means the Company’s fiscal ~~year ended June 30, 2005,~~year.

3. Administration

(a) Appointment of Administrator. The Plan shall be administered by the ~~Company advanced an aggregate~~Committee with respect to Executive Officers and Covered Employees, and the Committee will consist of ~~$253,989~~two or more persons (i) who satisfy the requirement of a “nonemployee director” for ~~such fees and expenses, including legal fees, relating to the foregoing matters on behalf~~purposes of such current and former executive officers and directors. Of this amount, $87,869 was paid for legal and other related expenses incurred by F.A. Krehbiel and $87,869 was paid for legal and other related expenses incurred by J.H. Krehbiel, Jr. Additional advances are expected so long as such litigation is pending.

~~REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION~~

~~The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission (~~~~“SEC”~~~~), nor shall such information be incorporated by reference into any future filing~~Rule 16b-3 under ~~the Securities Act of 1933, as amended, or~~ the Securities Exchange Act of 1934, ~~as amended, except to~~and (ii) who satisfy the ~~extent that the Company specifically incorporates such information by reference in such filing.~~

~~The compensation committee of the Company’s Board of Directors (the~~ ~~“Committee”~~~~) consists of three non-employee directors, Messrs. Robert J. Potter (Chairman), Masahisa Naitoh and Joe W. Laymon, all of whom, in the opinion of the Board of Directors, meet the independence~~ requirements of ~~Nasdaq, are “non-employee directors” pursuant to SEC Rule 16b-3, and are~~an “outside ~~directors”~~director” for purposes of ~~§162(m) of the Internal Revenue Code. During the fiscal year ended June 30, 2005, the Committee conducted three meetings and agreed to three unanimous written consents.~~

Code Section 162(m). The ~~Committee is a standing committee of the Board of Directors and operates under a written charter adopted by the Board of Directors. The Committee charter is available on our Web site,~~ ~~www.molex.com~~, by first clicking on “Investors”, then “Corporate Governance” and “Compensation Committee Charter.” In fiscal year 2005, the Board did not modify or reject in any material way any recommendation or action of the Committee.

~~In accordance with its written charter, the Committee approves compensation for the executive officers (the~~ ~~“Executive Officers”~~~~) of Molex, including the Co-Chairmen of the Board, F. A. Krehbiel and J. H. Krehbiel, Jr., and the Chief Executive Officer (~~~~“CEO”~~) in accordance with the Committee charter. F. A. Krehbiel and M. P. Slark, Molex’s former and current CEO, respectively, and J. H. Krehbiel, Jr. are evaluated and their compensation administered in the same general fashion as the other Executive Officers.

The compensation program for Executive Officers is designed to attract, motivate and retain talented executives who will strive to attain the Company’s strategic and financial objectives and thereby increase stockholder value. The guiding principles governing the philosophies behind the compensation of Executive Officers are:

Ÿ		~~Provide compensation that is competitive for an individual’s performance and level of responsibility.~~

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

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

~~There are three general components of executive compensation that are used to achieve the principles set forth above. They are base salary, merit bonus and stock plans.~~

~~When comparing Molex executive compensation with other companies, the Committee uses survey data of comparably sized manufacturing/electronics companies (the~~ ~~“Comparator Group”~~) provided by an outside consultant. The survey data for the Comparator Group was divided into each of the three different types of compensation and distributed over four quartiles for positions similar to those held by the Executive Officers. The companies comprising the Comparator Group are not necessarily the same as those in the Peer Group in the section entitled “Stockholder Return Performance Presentation” included in this proxy statement. Molex’s most direct competitors for executive talent are more frequently manufacturing companies of the same size as Molex while many of the Peer Group companies are much smaller than Molex and some are also involved in different types of businesses.

~~Molex seeks to have the overall executive compensation~~Plan shall be somewhat above that of the Comparator Group average. When compared to the Comparator Group, Executive Officers’ base salaries are somewhat above average while their merit bonuses are below average. Grants under the stock plans described herein have been historically below the Comparator Group average, however, during the last three years the grants were somewhat above average.

~~Annual Base Salary~~

The performance of all Executive Officers is reviewed annually and any salary increases are based upon the competitive base salary range in the second and third highest quartiles paid by the Comparator Group 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.

The Co-Chairmen have requested the Committee not to entertain an increase in base salary for the fourth consecutive year despite the Committee’s judgment that they have made numerous significant contributions over the last fiscal year as well as the previous three fiscal years. Accordingly, F. A. Krehbiel and J. H. Krehbiel, Jr. received no increase in their annual base salary of $450,000 each. M. P. Slark, Molex’s new CEO, received a salary increase of 18.0% based upon his fiscal year 2005 salary to an annual rate of $750,000. This increase took effect on July 1, 2005. The reasons for the increase in salary include recognition of M. P. Slark’s leadership in achieving significant annual gains in revenue and his promotion to the Chief Executive Officer position effective July 1, 2005.

~~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. There have been instances in the past where, due to difficult business conditions or imminent restructuring, officer bonuses have been eliminated despite the fact that the goals necessary to merit a bonus had been achieved.

The merit bonus percentage calculated for each Executive Officer for fiscal year 2005 was based on three financial components and one discretionary non-financial component. The goals on which these components are based are recommended by top management and reviewed, modified and approved by the Committee at the beginning of each fiscal year. A percentage is awarded for each of the components that correspond to the following goals:

Ÿ		~~A net revenue goal.~~

Ÿ		~~A profitability goal express as a percent of net revenue before taxes.~~

Ÿ		The achievement of or progress toward achieving certain predetermined non-financial goals. The non-financial goals vary from individual to individual depending upon the particular area of responsibility.

Ÿ		Another profitability goal expressed as a percent of net revenue after taxes. This component acts as a multiplier for the sum of the two financial components and one non-financial component described above.

The percentage awarded for each component described above is subject to a sliding scale ranging between 0% and a predetermined maximum percentage depending upon how far below or above the year-end results achieved are from the stated goal. In order to be eligible to receive a bonus, two conditions must take place: (1) the sum of the percentages awarded for the first two financial components and the non-financial component must be greater than zero and (2) the percentage awarded for the net after tax component must be greater than zero.

Under the bonus plan, the maximum bonus percentage that can be paid to the CEO is 102% of base salary plus a discretionary amount, if any, in the event that the Committee, in its judgment, believes that unusual circumstances warrant such an additional amount. The amount of any bonus set forth above can be downwardly adjusted within the discretion of the Committee if the business conditions warrant the adjustment. No Executive Officer received a merit bonus for fiscal year 2005 because the financial criteria set forth above were not met.

The Compensation Committee reviewed and approved a new cash merit bonus plan for fiscal year 2006 that is calculated as a percentage of base salary. The new plan covers all Executive Officers, including the CEO. This plan provides that cash bonuses will be paid to Executive Officers based on the achievement of two components: a certain profit before tax (~~“PBT”~~) goal and individual performance objectives. The cash bonus opportunity for Executive Officers under such plan ranges from 0% to 150% of base salary. Payments to Executive Officers under the plan may be more or less than a target bonus as a function of the Company’s results and individual performance. The cash bonus opportunity is 30% of base salary based on achievement of minimum performance goals, 60% of base salary based on achievement of target performance goals (the ~~“Target”~~~~) and 120% of base salary based on achievement of maximum performance goals. If the minimum performance goals are not achieved, n o bonus is payable under this plan.~~

The Compensation Committee, in its discretion, may downwardly adjust the potential bonus award to a lesser percentage, if any, to take into consideration unusual events. In addition, the Committee, in its discretion, may award an additional percentage not to exceed 30% of base salary to reflect unusual contributions to Molex.

~~An overview of the cash merit bonus plan is shown in the table below.~~

Percent of Budgeted
PBT Achieved
Maximum Bonus as a Percent of Base Salary for Achieving
Total^*
PBT Goal
Individual Goals
115% or more
96% 24% 120%
Between
100%-115%
Pro rata percentage between 48% and 96%
(Each 0.1% of PBT above the Target translates
into an additional 0.32% of salary above 48%)
Pro rata percentage between 12% and 24%
(Each 0.1% of PBT above the Target translates
into an additional 0.08% of salary above 12%)

Target = 100%
48% 12% 60%
Between
95%-100%
Pro rata percentage between 24% and 48%
(Each 0.1% of PBT below the Target translates
into a reduction of 0.48% of salary below 48%)
Pro rata percentage between 6% and 12%
(Each 0.1% of PBT below the Target translates
into a reduction of 0.12% of salary below 12%)

95%
24% 6% 30%
Less than 95%
0% 0% 0%

The “Total” amount set forth in the above Table may be upwardly adjusted an amount not to exceed 30% for a maximum amount of 150% or downwardly adjusted to zero within the discretion of the Committee.

~~Stock Plans~~

~~Molex has three stock-based equity plans~~ administered by ~~the Committee in which an Executive Officer may participate: The 2000 Molex Incorporated Incentive Stock Option Plan (the~~ ~~“2000 ISO Plan”~~~~), The 2000 Molex Incorporated Executive Stock Bonus Plan (the~~ ~~“Stock Bonus Plan”~~~~) and The 2000 Molex Incorporated Long-Term Stock Plan (the~~ ~~“Long-Term Plan”~~~~). These three stock plans provide long-term incentives to Executive Officers and encourage long-term growth of the Company. The shares granted or awarded in all three plans are Class A Common Stock.~~

The number of options granted to an Executive Officer under the 2000 ISO Plan or the Long-Term Plan is at the discretion of the Committee. Using equity plans that inherently depend upon stock performance over the long-term provides a strong link between management interests and those of the Company’s stockholders. The Committee considers both long-term individual and company performance and previous grants when determining stock option grants for a given year.

~~The 2000 Molex Incorporated Incentive Stock Option Plan.~~ Each Executive Officer may, at the discretion of the Committee, receive an annual grant of options to acquire shares not to exceed 250,000 shares or 10% of the shares reserved for Plan (currently 10% of 500,000 shares), whichever is less. Both F. A. Krehbiel and J. H. Krehbiel, Jr. each received an incentive stock option for 1,526 shares of Class A Common Stock at a price of $27.24 per share and a non-qualified option for 38,474 shares of Class A Common Stock at a price of $24.76 per share under the 2000 ISO Plan. The 2000 ISO Plan expired and the 2005 Molex Incentive Stock Option Plan is proposed to replace the 2000 ISO Plan. (See Proposal 5 on page 26.)

~~The 2000 Molex Incorporated Executive Stock Bonus Plan.~~ The Stock Bonus 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 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, the financial conditions necessary to award a stock bonus under the Stock Bonus Plan were not met. Accordingly, no awards were granted. The Stock Bonus Plan expired on June 30, 2005.

~~The 2000 Molex Incorporated Long-Term Stock Plan.~~ Under the Long-Term Plan, the Committee has the complete authority in its sole discretion in awarding benefits in the form of both stock options and stock bonuses (i.e., no consideration given at the time of distribution) including the amounts, the prices and other terms and conditions. All of the awards under the Long-Term Plan, whether in the form of stock options or stock bonuses, that were given during last fiscal year are: (i) nonqualified; (ii) exercisable or distributable one year after grant or award; (iii) subject to expiration ten years after grant; and (iv) subject to vesting (for options) or subject to distribution (for bonus shares) in 25% annual increments on the anniversary of the grant or award. During last fiscal year, J. J. King, the former CEO, received an option for 300,000 shares of Class A Common Stock at a price of $25.99 per share. In addition, he received, in tandem, a bonus share award of 40,000 shares of Class A Common Stock. M. P. Slark, the new CEO effective July 1, 2005 received an option for 175,000 shares of Class A Common Stock at a price of $25.99 per share. In addition, he received, in tandem, a bonus share award of 20,000 shares of Class A Common Stock under the Long-Term Stock Plan.

~~Review of All Components of Executive Compensation~~

~~The Committee has reviewed all components of compensation of~~ the Company’s Chief Executive Officer (“CEO”) with respect to Employees other than Executive Officers and Covered Employees. The Committee and the CEO shall be referred to individually and collectively as “Administrator” herein, as applicable.

(b) Administrator’s Actions. The Administrator’s determinations under the Plan need not be uniform and may be made selectively among Employees who receive or are eligible to receive Awards under the Plan, whether or not any Awards are the same or such Employees are similarly situated. Without limiting the generality of the foregoing, the Administrator will be entitled, among other things, to make non-uniform and selective determinations and to establish non-uniform and selective

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Performance Measures, Performance Goals, the weightings thereof, and Target Awards, if applicable. Whenever the Plan refers to a determination being made by the Administrator, it shall be deemed to mean a determination by the Administrator in its sole discretion. Without limiting the generality of the foregoing, the Administrator may establish a Target Award for any Participant based on any Performance Measure.

(c) Code Section 162(m) Compliance. It is the intent of the Company that this Plan and Code Section 162(m) Awards hereunder satisfy, and be interpreted in a manner that satisfy, in the case of Participants who are or may be Covered Employees, the applicable requirements of Code Section 162(m), including the administration requirement of Code Section 162(m)(4)(C), so that the Company’s tax deduction for remuneration in respect of Code Section 162(m) Awards for services performed by such Covered Employees is not disallowed in whole or in part by the operation of such Code section. If any provision of this Plan would otherwise frustrate or conflict with the intent expressed in this Section, that provision, to the extent possible, shall be interpreted and deemed amended so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, such provision shall be deemed void as applicable to Covered Employees with respect to whom such conflict exists. Nothing herein shall be interpreted so as to preclude a Participant who is or may be a Covered Employee from receiving an Award that is not a Code Section 162(m) Award.

(d) Discretion of Administrator. The Administrator shall have the discretion, subject to the limitations described herein, including in Section 4 below relating to Code 162(m) Awards, to, among other actions, (i) determine the Plan Participants; (ii) determine who will be treated as an Executive Officerand/or Covered Employee and designate whether an Award will be a Code Section 162(m) Award; (iii) determine the measurement period; (iv) determine Performance Measures and Performance Goals for each Year or other measurement period; (v) determine Target Awards and whether Target Awards will be applied to any particular Participant; (vi) determine how Performance Measures will be calculatedand/or adjusted; (vii) establish an Award Schedule, if any; (viii) establish performance thresholds for the payment of any Awards; (ix) determine whether and to what extent the Performance Goals have been met or exceeded; (x) pay discretionary Awards, including awards from an exceptional performance fund, as may be appropriate in order to assure the proper motivation and retention of personnel and attainment of business goals; (xi) make adjustments to Performance Goals and thresholds; provided however, that Performance Goals applicable to an Award which is designed to be a Code Section 162(m) Award and which is held by Covered Employees, may not be adjusted so as to increase the payment under the Award; and (xii) determine the total amount of funds available for payment of Awards with respect to each Year or other measurement period.

(e) Authority of Administrator. Subject to the provisions of the Plan, the Administrator shall be authorized to interpret the Plan, make, amend and rescind such rules as it deems necessary for the proper administration of the Plan, make all other determinations necessary or advisable for the administration of the Plan and correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Administrator deems desirable to carry the Plan into effect. Any action taken or determination made by the Administrator shall be conclusive and binding on all parties. In the event of any conflict between an Award Schedule and the Plan, the terms of the Plan shall govern.

4. Code Section 162(m) Awards

A Participant who is or may be an Executive Officerand/or Covered Employee may receive a Code Section 162(m) Awardand/or an Award that is not a Code Section 162(m) Award. Notwithstanding anything elsewhere in the Plan to the contrary, as and to the extent required by Code Section 162(m), the grant of a Code Section 162(m) Award to a Participant must state, in terms of an objective formula or standard, the method of computing the amount of compensation payable to each Covered Employee and must preclude discretion to increase the amount of compensation payable that would otherwise be due upon attainment of such goals. All determinations made by the Committee pursuant to Section 3 above related to a Code Section 162(m) Award will be made in a timely manner, as required by Code Section 162(m). Notwithstanding the foregoing, for each Award designed to qualify

III-3

as a Code Section 162(m) Award, the Committee shall establish and set forth in the Award the applicable Performance Goals for that Award no later than the latest date that the Committee may establish such goals without jeopardizing the ability of the Award to qualify as a Code Section 162(m) Award. An Award Schedule for a Covered Employee shall set forth for each Code Section 162(m) Award, the terms and conditions applicable to the Award, as determined by the Committee, not inconsistent with the terms of the Plan, and shall specify that such Award is a Code Section 162(m) Award. Before any Code Section 162(m) Award is paid, the Committee shall certify that the Performance Goals and any other material terms of such Award has been satisfied.

5. Awards Schedule

The Company shall establish an Award Schedule for each Executive Officerand/or Covered Employee for each Year, which Award Schedule shall set forth the Target Award for such Executive Officerand/or Covered Employee payable at specified levels of performance, based on the Performance Goal for each Performance Measure and the weighting, if any, established for such measure. The Company may establish an Award Schedule for all other Participants which sets forth the Target Award, if applicable, the Performance Goal and the Performance Measure. Participants who are not Executive Officers ~~including salary, bonus, equity~~and/or Covered Employees may receive discretionary Awards under this Plan without a related Awards Schedule.

6. Eligible Persons

Executive Officers and ~~long-term incentive compensation, accumulated realized~~any other Employee who is a key Employee in the judgment of the Company shall be eligible to be selected for participation in the Plan. Board members who are not Employees are not eligible to participate in the Plan. No Employee shall have a right to be selected to participate in the Plan or, having once been selected, to be selected again or to continue as an Employee.

7. Amount Available for Awards

The Administrator shall determine the amount available for payment of Awards in any Year or any other measurement period. Notwithstanding anything else in this Plan to the contrary, the aggregate maximum amount that may be paid to a Participant during any Year with respect to all Awards under the Plan shall be $10,000,000.

8. Determination of Awards

(a) Eligible Employees and ~~unrealized stock option~~Awards. Except in the case of Code Section 162(m) Awards, the Administrator shall determine the actual Award to each Participant for each Year or other measurement period, taking into consideration, as deemed appropriate, the performance of the Companyand/or a Business Unit, as the case may be, for the Year or other measurement period in relation to the Performance Goals theretofore established by the Administrator, and the performance of the respective Participants during the Year or other measurement period. The fact that an Employee is selected as a Participant for any Year or other measurement period shall not mean that such Employee necessarily will receive an Award for that Year or other measurement period. Notwithstanding any other provisions of the Plan to the contrary, the Administrator may make discretionary Awards as deemed appropriate under the Plan, except in the case of Code Section 162(m) Awards, which may be adjusted only downward.

(b) Determination of Code Section 162(m) Awards. Code Section 162(m) Awards shall be determined according to a Covered Employee’s Award Schedule based on the level of performance achieved and such Covered Employee’s Target Award. All such determinations regarding the achievement of Performance Goals and the determination of actual Code Section 162(m) Awards will be made by the Committee; provided, however, that the Committee may decrease, but not increase, the amount of the Code Section 162(m) Award that otherwise would be payable.

(c) Evaluation of Performance. The Administrator may provide in any Award that any evaluation of performance may include or exclude any of the following events that occurs during a Year or other measurement period: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary

III-4

nonrecurring items as described in Accounting Principles Board Opinion No. 30and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; and (vii) foreign exchange gains and ~~restricted stock values, the dollar value~~losses.

(d) Adjustments for Material Changes. As and to the ~~executive and cost~~extent permitted by Section 162(m) with respect to Code Section 162(m) Awards, in the event of (i) a change in corporate capitalization, a corporate transaction or a complete or partial corporate liquidation, or (ii) a natural disaster or other significant unforeseen event that materially impacts the operation of the Company, or (iii) any extraordinary gain or loss or other event that is treated for accounting purposes as an extraordinary item under generally accepted accounting principles, or (iv) any material change in accounting policies or practices affecting the Companyand/or the Performance Goal, then, to the extent any of the foregoing events was not anticipated at the time the Performance Goal was established, the Administrator may make adjustments to the Performance Goal, based solely on objective criteria, so as to neutralize the effect of the event on the applicable Award. To the extent such adjustment affect Code Section 162(m) Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

9. Distribution of Awards

Unless otherwise determined by the Administrator, Awards under the Plan for a particular Year or other measurement period shall be paid no later than December 31 of the Year following the Year in which the measurement period ends, unless the time of payment is otherwise expressly specified in an Award Schedule.


10.	Repayment of Awards

To the extent permitted by governing law, the Board may require reimbursement to the Company of ~~all perquisites and other personal benefits, potential retirement and severance benefits, and~~Awards paid to any Participant who is a named executive officer, within the ~~earnings and accumulated payout obligations~~meaning of Item 402(a)(3) ofRegulation S-K under the ~~Company’s non-qualified deferred compensation program. A tally sheet setting forth all~~Securities Exchange Act of 1934, where (i) the ~~above components~~payment was ~~prepared~~predicated in whole or in part upon the achievement of certain financial results that were subsequently the subject of a material restatement, (ii) in the Board’s view the officer engaged in fraud or misconduct that caused or partially caused the need for the restatement, and ~~reviewed~~(iii) a lower Award payment would have been made to the officer based upon the restated financial results. In each such instance, the Company will, as directed by the ~~Committee~~Board and to the extent practicable, seek to recover the amount by which the individual officer’s Award for the relevant period exceeded the lower Award payment that would have been made based on the restated financial results, plus a reasonable rate of interest. The Board may seek reimbursement of Awards paid to any named executive officer, as defined herein, in ~~connection with~~other circumstances involving fraud or misconduct by the ~~Committee’s consideration~~named executive officer where the Board determines that such fraud or misconduct caused substantial harm to the Company even in the absence of ~~compensation for Executive Officers.~~

~~Effect of §162(m)~~a subsequent restatement of the ~~Internal Revenue Code~~

~~Section 162(m) of the Internal Revenue Code denies~~Company’s financial statements.


11.	Termination of Employment

Except as provided herein, a ~~publicly held corporation, such as~~Participant must be actively employed by the Company ~~a federal income tax deduction for compensation in excess of $1 million in a taxable year paid to each of its chief Executive Officer and~~on the ~~four other most highly compensated Executive Officers. Certain “performance based” compensation, such as stock options awarded at fair market value, is not subject to~~date the limitation on deductibility provided that certain stockholder approval and independent director requirements are met. Molex will continue to analyze its executive compensation practices and plans on an ongoing basisamount payable with respect to ~~§162(m)~~his/her Award is determined by the Administrator (the “Determination Date”) in order to be entitled to payment of any Award for that ~~concerns~~Year or other measurement period. In the ~~deductibility~~event active employment of ~~executive compensation. Where it deems advisable, Molex~~a Participant shall be terminated before the Determination Date for any reason other than discharge for cause or voluntary resignation, such Participant may receive such portion of his/her Award for the Year or other measurement period as may be determined by the Administrator in its complete and sole discretion. A Participant discharged for cause before or after the Determination Date shall not be entitled to receive any Award for the Year or other measurement period.


12.	Miscellaneous

(a) Nonassignability. No Award will ~~take appropriate action to maintain~~be assignable or transferable without the ~~tax deductibility of its executive compensation.~~

~~This report is submitted on behalf~~written consent of the ~~members~~Administrator in its sole discretion, except by will or by the laws of descent and distribution.

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(b) Withholding Taxes. Whenever payments under the Plan are to be made, the Company will withhold therefrom an amount sufficient to satisfy any applicable governmental withholding tax requirements related thereto.

(c) Amendment or Termination of the ~~Compensation Committee:~~
~~Robert J. Potter, Chairman~~
~~Masahisa Naitoh~~
~~Joe W. Laymon~~
50
~~STOCKHOLDER RETURN PERFORMANCE PRESENTATION~~

Plan. The ~~graph set forth below provides comparisons~~Board may at any time amend, suspend or discontinue the Plan, in whole or in part. The Administrator may at any time alter or amend any or all Award Schedules under the Plan to the extent permitted by law. No such action may be effective with respect to any Code Section 162(m) Award to any Covered Employee without approval of the ~~yearly percentage~~Company’s shareholders if such approval is required by Code Section 162(m)(4)(C). In the event that applicable tax and/or securities laws change to permit Administrator discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Administrator shall have sole discretion to make such changes without obtaining shareholder approval.

(d) Other Payments or Awards. Nothing contained in the ~~cumulative total stockholder return on Molex’s Common~~Plan will be deemed in any way to limit or restrict the Board, the Committee, the CEO or the Company from making any Award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

(e) Payments to Other Persons. If payments are legally required to be made to any person other than the person to whom any amount is available under the Plan, payments will be made accordingly. Any such payment will be a complete discharge of the liability of the Company.

(f) Limits of Liability. Any liability of the Company to any Participant with respect to an Award shall be based solely upon the obligations, if any, created by the Plan and ~~Class A Common Stock~~the Award Schedule. Neither the Company, nor any member of the Board or of the Committee, nor the CEO nor any other person participating in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken or not taken in good faith under the Plan.

(g) Rights of Employees. Status as an Employee eligible to receive an Award under the Plan shall not be construed as a commitment that any Award will be made under this Plan to such Employee or to other such Employees generally. Nothing contained in this Plan or in any Award Schedule (or in any other documents related to this Plan or to any Award or Award Schedule) shall confer upon any Employee or Participant any right to continue in the employ or other service of the Company or constitute a contract or limit in any way the right of the Company to change such person’s compensation or other benefits or to terminate the employment or other service of such person with or without cause.

(h) Section Headings. The section headings contained herein are for the purposes of convenience only, and in the event of any conflict, the text of the Plan, rather than the section headings, will control.

(i) Invalidity. If any term or provision contained herein will to any extent be invalid or unenforceable, such term or provision will be reformed so that it is valid, and such invalidity or unenforceability will not affect any other provision or part hereof.

(j) Applicable Law. The Plan, Awards and Award Schedules and all actions taken hereunder or thereunder shall be governed by, and construed in accordance with, the ~~cumulative total return~~laws of ~~Standard & Poor’s 500 Stock Index~~the State of Illinois without regard to the conflict of law principles thereof.

(k) Effective Date. The Plan will become effective upon adoption by the Board, subject to approval by the affirmative vote of a majority of the shares represented in person or by proxy and ~~a Peer Group Index for~~entitled to vote on the ~~five fiscal years ended June 30, 2005.~~

~~COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN (a)~~
~~(Molex Incorporated, S&P 500 Index and Peer Group Index)~~

2000
2001
2002
2003
2004
2005
Molex Common Stock (MOLX)
100.00 76.10 70.08 56.69 67.54 55.13
Molex Class A Common (MOLXA)
100.00 85.49 78.93 66.53 79.18 68.57
S & P 500 Index (b)
100.00 85.17 69.85 70.03 83.41 88.68
Peer Group Index (c)
100.00 57.29 38.96 35.46 51.51 43.17


~~(a)~~		Assumes $100 invested on June 30, 2000 in Molex Common Stock, Molex Class A Common Stock, the S&P 500 Index, and a Peer Group Index (as defined below in footnote (c)) and the reinvestment of all dividends.

~~(b)~~		Cumulative returns calculated from the S&P 500 Total Return Index maintained by Standard & Poor’s Corporation. Molex’s Common Stock is listed on the S&P 500 and, accordingly, Molex uses this index as the general index required by the SEC rules.

~~(c)~~		Molex uses an objective definition to determine which companies are included in the Peer Group Index. The Peer Group Index includes all of the companies in the S&P 1500 (comprising the S&P 500, MidCap 400 and SmallCap 600) classified in the Global Industry Classification (~~“GIC”~~) 452030 that is found in the “Information Technology” Sector, the “Technology Hardware and Equipment” Industry Group and the “Electronic Equipment and Instrumentation” Industry. This Industry GIC includes the “Electronic Equipment Manufacturers,” “Electronic Manufacturing Services” and “Technology Distributors” Sub-industry classifications. Molex Common Stock (MOLX) is a component of the “Electronic Manufacturing Services” Sub-Industry (GIC 45203120). As of the fiscal year just ended, the Peer Group consisted of 50 companies including Molex Common Stock (MOLX).

~~OTHER INFORMATION~~

~~Other Business.~~ ~~Management intends to present no business other than that herein specifically mentioned~~matter at the Company’s Annual Meeting of Stockholders ~~and knows of no~~to be held on October 31, 2008 (or such other ~~business that may~~date as shall be ~~properly presented~~determined 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.~~Board).

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		By Order of the Board of Directors of MOLEX INCORPORATED

		~~Frederick A. Krehbiel~~
Dated at Lisle, Illinois September 23, 2005

~~APPENDIX A~~

~~THE 1998~~APPENDIX IV

2008 MOLEX STOCK ~~OPTION AND RESTRICTED STOCK~~INCENTIVE PLAN

~~(As Amended~~

Article 1. Establishment, Purpose, and ~~Restated~~Duration

1.1 Establishment. Molex Incorporated, a Delaware corporation, hereby establishes a stock incentive compensation plan known as the 2008 Molex Stock Incentive Plan, as set forth in this document.

(a) Combination of ~~January 1, 2005)~~

~~ARTICLE I. GENERAL~~

~~1.1~~~~Name of Plan~~Three Prior Plans. ~~The name of the plan described in detail herein shall be~~ This Plan is intended to supercede and replace:

(i) The 1998 Molex Stock Option and Restricted Stock Plan, ~~(formerly known~~ as “amended (the “1998 Plan”);

(ii) The ~~1998~~2000 Molex ~~Incorporated~~Long-Term Stock Plan, as amended (the “2000 Plan”); and

(iii) The 2005 Molex Incentive Stock Option Plan, as amended (the “2005 Plan” ~~and hereinafter~~)

(collectively referred to as the~~“Plan”~~ “Prior Plans”) by merging and combining the 1998 Plan, the 2000 Plan and the 2005 Plan into this single plan for ease in the Company’s administration. Notwithstanding the foregoing, the Prior Plans shall remain in effect until the awards previously granted under such Prior Plans have been exercised, forfeited, are otherwise terminated, or any and all restrictions lapse, as the case may be, in accordance with the terms of such awards.

(b) Types of Awards.

This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock and Performance Shares.

(c) Effective Date. This Plan shall become effective upon stockholder approval (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof.

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

1.3 Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall terminate ten (10) years from the Effective Date (i.e., on the day before the tenth (10^th) anniversary of the Effective Date). After this Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and this Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than 10 years after the earlier of: (a) adoption of this Plan by the Board, or (b) the Effective Date.

Article 2. Definitions

Whenever used in this Plan, the following terms shall have the meanings set forth below:

(a) “Annual Award Limit” has the meaning set forth in Section 4.4.

(b) “Applicable Laws” means the legal requirements relating to the administration of equity plans or the issuance of share capital by a company, including under the applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any stock exchange rules and regulations that may from time to time be applicable to the Company, and the applicable laws, rules and regulations of any other country or jurisdiction where Awards are granted under the Plan, as such laws, rules, regulations, interpretations and requirements may be in place from time to time.

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~~1.3~~~~Eligibility.~~ ~~Any regular employee~~

(c) “Award” means, individually or collectively, a grant under this Plan of ~~Molex Incorporated~~Nonqualified Stock Options, Incentive Stock Options, Restricted Stock or ~~any of its subsidiary companies and affiliated companies,~~Performance Shares, in each case subject to the terms of this Plan.

(d) “Award Agreement” means either:

(i) A written agreement entered into by the Company and ~~conditions~~a Participant setting forth the terms and provisions applicable to an Award granted under this Plan; or

(ii) A written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including in each case any amendment or modification thereof.

The respective Committee may provide for the use of electronic, Internet, or other non-paper Award Agreements, and the use of electronic, Internet, or other non-paper means for the acceptance and actions by a Participant.

(e) “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term inRule 13d-3 of the ~~Plan, may be granted~~General Rules and Regulations under the Exchange Act.

(f) “Board” or “Board of Directors” means the Board of Directors of the Company.

(g) “Cause” means, unless otherwise specified in an ~~option~~applicable employment agreement between the Company and a Participant, with respect to any Participant:

(i) Conviction of a felony;

(ii) Actual or attempted theft or embezzlement of the Company’s or any Subsidiary’s assets;

(iii) Use of illegal drugs;

(iv) Material breach of an employment agreement between the Company or a ~~restricted stock award under this Plan. Notwithstanding~~Subsidiary and the ~~foregoing,~~Participant;

(v) Commission of an act of moral turpitude that in the ~~following~~judgment of the respective Committee can reasonably be expected to have an adverse effect on the business, reputation, or financial situation of the Company ~~personnel shall be ineligible: any director or executive officer of Molex Incorporated~~ or any ~~“key employee”~~Subsidiary and/or the ability of the Participant to perform his or her duties;

(vi) Gross negligence or willful misconduct in performance of the Participant’s duties;

(vii) Breach of fiduciary duty to the Company or any Subsidiary;

(viii) Willful refusal to perform the duties of the Participant’s titled position; or

(ix) Breach of the Company’s Code of Business Conduct and Ethics.

(h) “Change in Control” means, unless otherwise specified in an applicable employment agreement between the Company or a Subsidiary and a Participant:

(i) The purchase or other acquisition by any person, entity or group of persons, within the meaning of ~~§409A~~Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any comparable successor provisions, or beneficial ownership (within the meaning ofRule 13d-4 promulgated under the Exchange Act) of more than fifty percent (50%) of either the outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally;

(ii) The approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which persons who were stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding securities;

IV-2

(iii) A liquidation or dissolution of the Company; or

(iv) The sale of all or substantially all of the Company’s assets (i.e., greater than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such sale or disposition) within a12-month period ending on the date of the most recent sale or disposition.

(i) “Code” means the U.S. Internal Revenue Code of 1986, as amended ~~(the~~ ~~“Code”~~).

~~ARTICLE II. TERM OF PLAN~~

~~2.1~~~~Effective Date.~~ ~~Upon approval~~from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision, as well as any applicable interpretative guidance issued related thereto.

(j) “Committee” means:

(i) With respect to Awards to Executive Officers, the Compensation Committee of the Board or a subcommittee thereof, or any other successor committee designated by the ~~stockholders, this amendment~~Board; and ~~restatement~~

(ii) With respect to Awards to Non-Executive Officers, the Stock Option Plan Committee, or any other successor committee designated by the Board or Compensation Committee.

(k) “Company” means Molex Incorporated, a Delaware corporation, and any successor thereto as provided in Article 17 herein.

(l) “Compensation Committee” means that committee of the Board of Directors (or any other successor committee designated by the Board) that is designated by the Board to administer this Plan specifically with respect to Awards to Executive Officers. The members of the Compensation Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board. If the Compensation Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Compensation Committee.

(m) “Covered Employee” means any key Employee who:

(i) Is or may become ~~effective~~a “Covered Employee,” as defined in Code Section 162(m); and

(ii) Is designated as a “Covered Employee,” either as an individual Employee or class of ~~January 1, 2005.~~

~~2.2~~~~Expiration.~~ ~~This Plan shall expire~~ ~~October 31, 2009~~~~, unless terminated~~Employees, with respect to an applicable Performance Period by the Compensation Committee by the earlier byof:

(A) Ninety (90) days after the beginning of the Performance Period; or

(B) The date on which twenty-five percent (25%) of the applicable Performance Period has elapsed.

(n) “Director” means any individual who is a member of the Board of Directors and ~~no option~~who is not an Employee.

(o) “Disability” means, unless otherwise specified in an applicable employment agreement between the Company or ~~restricted stock award shall~~a Subsidiary and a Participant:

(i) In the case of an Employee, the Employee qualifying for long-term disability benefits under any long-term disability program sponsored by the Company or Subsidiary in which the Employee participates; and

(ii) In the case of a Director, the inability of the Director to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be ~~granted after such expiration date.~~expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Board, based upon medical evidence and in accordance with Code Section 22(e)(3).

IV-3

~~ARTICLE III. STOCK SUBJECT TO PLAN~~

~~3.1~~~~Class~~

(p) “Discounted Option” means an Option whose Option Price is set at less than Fair Market Value on the Grant Date.

(q) “Effective Date” has the meaning set forth in Section 1.1(c).

(r) “Employee” means any individual who:

(i) Performs services for and is designated as an employee of ~~Stock.~~ ~~The stock that shall be subject to options~~the Company or ~~restricted stock awards granted~~a Subsidiary on payroll records; or

(ii) For all purposes under the Plan except related to the issuance of Incentive Stock Options, is an employee in Retirement from the Company or a Subsidiary and is providing consulting services to the Company or a Subsidiary pursuant to a retirement agreement or arrangement.

Except as otherwise provided above, an Employee shall not include any individual during any period he or she is classified or treated by the Company or a Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting, or temporary agency or any other entity other than the Company or a Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as a common-law employee of the Company or a Subsidiary during such period.

(s) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

(t) “Executive Officer” means those Employees who are specifically designated as “Executive Officers” by the Board.

(u) “Fair Market Value” or “FMV” means the closing price of a Share as of any date as reported by theWall Street Journal. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the respective Committee in accordance with the regulations set forth under Code Section 409A.

(v) “Grant Date” means the date on which the respective Committee approves the grant of an Award by respective Committee action or such later date as specified in advance by the respective Committee.

(w) “Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422, or any successor provision.

(x) “Insider” means an individual who is an officer or Director of the Company, or a more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board or Compensation Committee in accordance with Section 16 of the Exchange Act.

(y) “Involuntary Termination” means the Company’s or a Subsidiary’s termination of a Participant’s employment pursuant to a planned employee reduction plan if:

(i) The Participant has reached age 55 and was employed at least twenty (20) years with the Company or a Subsidiary; or

(ii) The Participant was employed at least twenty (25) years with the Company or a Subsidiary.

(z) “Non-Executive Officer” means Employees who are not designated as Executive Officers by the Board.

(aa) “Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.

IV-4

(bb) “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.

(cc) “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.

(dd) “Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.

(ee) “Performance-Based Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.

(ff) “Performance-Based Exception” means the exception for Performance-Based Compensation from the tax deductibility limitations of Code Section 162(m).

(gg) “Performance Measures” means measures as described in Article 8 on which the performance goals are based and which are approved by the Company’s stockholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation, if applicable.

(hh) “Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award. Unless otherwise provided in the Award Agreement, the Performance Period shall be a twelve (12) month period beginning on each July 1 and ending the immediately following June 30.

(ii) “Performance Share” means an Award under Article 8 and subject to the terms of this Plan, of which the number of Shares which vest is determined as a function of the extent to which corresponding Performance Measures have been achieved.

(jj) “Period of Restriction” means the period when a Restricted Stock Award is subject to a substantial risk of forfeiture, as provided in Article 7.

(kk) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

(ll) “Plan” means this 2008 Molex ~~Incorporated~~Stock Incentive Plan, as amended from time to time.

(mm) “Prior Plans” mean, collectively the 1998 Molex Stock Option and Restricted Stock Plan, as amended, the 2000 Molex Long-Term Stock Plan, as amended, the 2005 Molex Incentive Stock Option Plan, as amended.

(nn) “Restricted Stock” means an Award granted to a Participant pursuant to Article 7.

(oo) “Retirement” means if all of the following conditions are met at the time of termination of employment:

(i) The Participant has attained age 591/2; and

(ii) The Participant was employed at least fifteen (15) consecutive years with the Company or a Subsidiary.

(pp) “Share” means a share of the Company’s Class A Common Stock, ~~$.05~~ par value ~~(the~~ ~~“Stock”~~).$.05 per share.

(qq) “Stock Option Plan Committee” means that committee of the Board of Directors (or any other successor committee designated by the Board) that is designated by the Board to

IV-5

~~3.2~~~~Number of Shares.~~~~Twelve million-five hundred thousand (12,500,000)~~ ~~shares~~

administer this Plan specifically with respect to Awards to Non-Executive Officers. The members of the Stock Option Plan Committee shall be ~~reserved~~appointed from time to time by, and shall serve at the discretion of, the Board. If the Stock Option Plan Committee does not exist or cannot function for ~~issue upon~~any reason, the ~~exercise of options~~Board or ~~restricted stock awards granted under the Plan.~~

~~3.3~~~~Source of Stock.~~ ~~Upon the exercise of options or as restricted stock awards vest~~Compensation Committee may take any action under the Plan that would otherwise be the responsibility of the Stock Option Plan Committee.

(rr) “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

Article 3. Administration

3.1 General.

(a) Responsibility. Each respective Committee shall be ~~issued from either authorized but unissued stock or Treasury stock as directed~~responsible for administering the Awards granted by it under this Plan, subject to this Article 3 and the ~~Committee.~~

~~3.4~~~~Expired, Forfeited or Canceled Options.~~ If any such options granted under the Plan shall expire, be forfeited or canceled for any reason without having been exercised in full, the unpurchased or unexercised shares subject thereto shall again be available for the purposesother provisions of ~~the~~this Plan.

~~ARTICLE IV. ADMINISTRATION~~

~~4.1~~ ~~Committee.~~ ~~A committee (the~~ ~~“Committee”~~~~) shall administer the Plan under the terms, conditions and powers set forth herein.~~

~~4.2~~~~Makeup of the Committee.~~

(b) Composition.

(i) Compensation Committee. The Compensation Committee shall consist of ~~at least~~not less than two ~~members appointed by~~Directors who are both non-employee directors, within the ~~Board~~meaning of ~~Directors~~Rule 16b-3 of the ~~Company. No~~Exchange Act, and “outside directors,” as defined in TreasuryRegulation Section 1.162-27;provided, however, that if at any time any member of the Compensation Committee is not an outside director, as so defined, the Compensation Committee may establish a subcommittee, consisting of all members who are outside directors, for all purposes of any Award to a Covered Employee, unless the Compensation Committee determines that such an Award is not intended to qualify for the Performance-Based Exception.

(ii) Stock Option Plan Committee. The Stock Option Plan Committee shall consist of not less than two members of the ~~Committee may be eligible to participate in the Plan.~~

~~A-1~~

~~4.3~~~~Action~~Board (or any other successor committee designated by the ~~Committee.~~Board).

(c) Actions. A majority of the members of the respective Committee shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Unless and until the Board of Directors shall appoint such Committee, the whole Board of Directors shall constitute the Committee. Any decision or determination reduced to writing and signed by a majority of the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held.

If not specified in the Plan, the time at which the Committee must or may take any determination shall be determined by the Committee, and such determination may thereafter by modified by the Committee. Any action, determination, interpretation or other decision by the Committee with respect to the Plan shall be final, conclusive and binding on all persons and entities, including the Company, its affiliates, any eligible employee, any person claiming any rights under the Plan from or through any grantee of an award under the Plan, and stockholders, except to the extent the Committee may subsequently modify, or take further action not inconsistent with, its prior action.

~~4.4~~~~Power to Grant Options.~~ Subject to the express provisions of the Plan, the Committee shall have complete authority, in its sole discretion, to determine the employees to whom, and the time or times at which, options shall be granted, the option periods, the vesting schedule and the number of shares to be subject to each option, and such other terms and provisions of the option agreements (which need not be identical). In making such determinations, the Committee may take into account the nature of the services rendered by the respective ~~employees, their present and potential contribution to the Company’s success, and such other factors as the Committee in its discretion shall deem relevant.~~

~~4.5 Power to Buy Option Stock.~~ ~~The Committee, in its sole discretion, if it believes that a particular optionee is suffering under an undue financial hardship, may cause the Company to buy as Treasury Stock up to~~ ~~fifty percent (50%)~~ of the option stock actually exercised by that particular optionee. In such a case, the Company shall pay to the optionee the fair market value of the shares of option stock at the time the Committee elects to repurchase.

~~4.6 Power to Grant Restricted Stock Awards.~~ Subject to the express provisions of the Plan, the Committee shall have complete authority, in its sole discretion, to determine the employees to whom, and the time or times at which, restricted stock awards shall be granted, the vesting schedule and the number of shares to be subject to each award, and such other terms and provisions of the awards (which need not be identical). In making such determinations, the Committee may take into account the nature of the services rendered by the respective employees, their present and potential contribution to the Company’s success, and such other factors as the Committee in its discretion shall deem relevant.

~~4.7 Other Powers.~~ The express grant of any specific power to the Committee, or the taking of any action of the Committee, shall not be construed as limiting any power or authority of the Committee. Subject to and consistent with the provisions of the Plan, the Committee shall have full power and authority, in its sole discretion, to:

Ÿ		~~correct any defect or supply any omission or reconcile any inconsistency,~~

Ÿ		~~construe and interpret the Plan, the rules and regulations relating to it, or any other instrument entered into or relating to an award under the Plan,~~

Ÿ		~~make any determinations, provide any procedures or rules, enter into any agreements necessary to comply with any applicable tax laws, rules and regulations and in particular Code §409A,~~

Ÿ		~~make all other determinations, including factual determinations, necessary or advisable for the administration of the Plan.~~

~~ARTICLE V. GRANT OF OPTION OR RESTRICTED STOCK AWARD~~

~~5.1~~~~Price.~~ The acquisition price of any of the shares of Stock granted under this Plan may be any percentage of the fair market value of the Stock of the Company on the date of grant as determined by the Committee including 0%.

~~5.2~~~~Fair Market Value.~~ ~~For the purposes of this Article, fair market value shall be the closing price of the Stock on the date of granting the option as reported by the~~ ~~Wall Street Journal~~.

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

~~A-2~~

~~5.4~~~~Rights as a Shareholder.~~ ~~An optionee shall have no rights as a stockholder with respect to shares covered by his option until the day of issuance of stock certificate to him and after such shares are fully paid.~~

~~5.5~~~~Grant of Restricted Stock Award.~~ The Committee shall have the complete authority, in its sole discretion, to determine the eligible employees to whom a restricted stock award shall be granted, the vesting schedule, the number of shares to be subject to each award, and such other terms and provisions of the awards.

~~5.6~~ ~~Evidence of~~~~Restricted Stock Award.~~ Restricted stock awards granted shall be evidenced by agreements, warrants, and/or other instruments in such form as the Committee shall deem advisable and shall contain such terms, provisions, and conditions not inconsistent herewith as may be determined by the Committee.

~~ARTICLE VI. EXERCISE OF OPTION~~

~~6.1~~~~Initial Waiting Period.~~ ~~No option shall be exercisable until at least one year after the date of grant.~~

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

a.		~~Normal Vesting~~. The shares covered by such an option shall vest in amounts and times determined by the Committee in its sole discretion; provided that the time in which an option becomes one hundred percent (100%) vested cannot exceed eight (8) years.

b.		~~Accelerated Vesting.~~ ~~Notwithstanding the foregoing, all options shall immediately vest one hundred percent (100%) and become immediately exercisable for a period of one (1) year after one of the following events:~~

~~(1)~~		~~Death;~~

~~(2)~~		~~Total disablement;~~

~~(3)~~		~~Retirement, if all of the following conditions at the time of termination of employment are met:~~


~~(a)~~		~~the optionee has reached age 59½; and~~

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

~~(c)~~		~~The Committee has determined that the reason for termination is due to retirement.~~


~~(4)~~		~~Termination not covered above, but only if all of the following conditions are met at the time of termination of employment:~~


~~(a)~~		~~the optionee has reached age 55; and~~

~~(b)~~		~~the optionee accepts termination subject to a written program or agreement adopted in furtherance of a planned employee reduction plan.~~


c.		~~Modified Accelerated Vesting Upon Termination Pursuant to a Termination Agreement.~~ ~~Notwithstanding anything herein to the contrary, any outstanding unvested options shall vest in the following manner and to the extent set forth below~~ *~~but only if~~*


~~(1)~~		~~The optionee was employed at least twenty (20) years with the Company and/or any of its subsidiaries~~ or ~~the Committee finds, in its sole discretion, that the optionee is deemed to have achieved a certain key management position; and~~

~~(2)~~		~~The optionee’s employment was terminated by the Company pursuant to a written termination agreement having a term for a stated period of time from the date of separation (the~~ ~~“Term”~~~~) during which the optionee agrees to certain obligations running in favor of the Company and/or the Company agrees to give optionee certain benefits.~~

If all the conditions set forth above have been satisfied, the unvested shares of each of the optionee’s outstanding options shall vest during the Term in any manner and in any amounts (or not at all) that the Committee, in its sole discretion, shall deem appropriate, but not later than the date when the shares of each particular option would have otherwise vested.

~~A-3~~

~~6.3~~~~Cumulative Rights.~~ ~~The right to exercise any option as set forth in~~ ~~Section 6.2~~ ~~shall be cumulative. That is, an optionee may exercise in any given year those shares he could have exercised in a previous year but did not.~~

~~6.4~~~~Expiration.~~ ~~No option may be exercised after~~ ~~one (1) year~~ ~~from the date the option becomes~~ ~~one hundred percent (100%) vested~~.

~~6.5~~~~Form of Exercise.~~ The option may only be exercised according to the terms and conditions established by the Committee, consistent with the limits set forth herein, at the time the option is granted; provided, however, that the Committee, in its discretion, may require that any optionee shall receive only the net shares of Stock provided under such option after subtracting the aggregate exercise price and amounts for withholding of applicable taxes from the fair market value of the Stock subject to the option as of the date of exercise. Subject to the foregoing terms and conditions, an option may be exercised by a written notice delivered to the Company’s principal office of the optionee’s intent to exercise the option with respect to a specified number of shares of Stock along with payment to the Company of the amount of the aggregate option purchase price for the number of shares of Stock exercised. Stock that is already owned by an optionee may be tendered as all or part of the aggregate option purchase price. If Stock is used for payment, it shall be valued at the closing price on the date of exercise as reported by the ~~Wall Street Journal~~.

~~ARTICLE VII. TERMINATION OF OPTION~~

~~7.1~~~~Expiration Date.~~ ~~Every option granted under this Plan shall terminate and expire at the earliest of~~

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

b.		~~one (1) year after one of the events set forth in~~ ~~Subsection 6.2b~~~~; or~~

c.		~~one (1) year after the shares of an option become 100% vested as set forth in~~ ~~Subsection 6.2c~~ ~~or earlier upon breach of the termination agreement; or~~

d.		~~the end of the month following the month in which an optionee’s employment is involuntarily terminated for any reason except for misconduct or pursuant to the circumstances set forth in~~ ~~Subsections 6.2b or c;~~ or

e.		~~the day of an optionee’s voluntary termination not covered by the above subsections of this~~ ~~Section 7.1~~ ~~or termination due to misconduct.~~

~~ARTICLE VIII. TRANSFERABILITY~~

~~8.1~~~~Non-Transferable.~~ ~~No option or restricted stock award granted under the Plan is transferable, and only the optionee can exercise any option granted during his or her life subject to~~ ~~Section 8.2~~ ~~of this Article.~~

~~8.2~~~~Death.~~ In the event of the death of an optionee while still employed by the Company or a parent or a subsidiary, his option, to the extent he or she could have exercised it on the date of his or her death, may be exercised by the personal representative of the estate of the optionee within one (1) year after the date of his or her death in accordance with the terms established by the Committee at the time the option was granted, but (as set forth in ~~Article VII~~~~) not later than the expiration date set forth in~~ ~~Section 6.4~~.

~~ARTICLE IX. ADJUSTMENT OF NUMBER OF SHARES~~

~~9.1~~~~Stock pidends.~~ In the event that a pidend shall be declared upon the Stock payable in shares of Stock, the number of shares of stock then subject to any such option or restricted stock award and the number of shares reserved for issuance pursuant to the Plan, but, not yet covered by an option or restricted stock award, shall be adjusted by addition to each such share the number of shares which would be distributable thereon if such share had been outstanding on the date fixed for determining the stockholders entitled to receive such stock pidend.

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

~~9.3~~~~Other Changes.~~ In the event there shall be any change, other than as specified above in this Article, in the number or kind of outstanding shares of the Stock or of any stock or other securities into which such stock shall have been changed or for which it shall have been exchanged, then, if the Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in the number or kind of shares theretofore reserved for issuance pursuant to the Plan, but, not yet covered by an option or restricted stock award and of the shares then subject to an option or restricted stock award, such adjustments shall be made by the Committee and shall be effective and binding for all purposes of the Plan and of each option or restricted stock award.

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

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

~~ARTICLE X. SECURITIES REGULATION~~

~~10.1~~~~Registered Stock.~~ The Company shall not be obligated to sell or issue any shares under any option or restricted stock award granted hereunder unless and until the shares with respect to which the option or restricted stock award is being exercised are effectively registered or exempt from registration under the Securities Act of 1933 and for any other federal or state law governing the sale and issuance of such shares or any securities exchange regulation to which the Company might be subject.

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

~~ARTICLE XI. TRANSITION RULES FOR 2005 AND THEREAFTER~~

~~11.1~~ ~~Effective Date and Applicability.~~ Notwithstanding any other provision of the Plan or any award agreement to the contrary, with respect to any option or restricted stock awarded under the Plan that the Committee determines to be subject to Code §409A, the provisions of this ~~Article XI~~ ~~shall be effective as of January 1, 2005 and shall apply only to those employees who are subject to United States income tax laws.~~

~~11.2~~ ~~Options Vesting in 2005~~. Notwithstanding any provision under the Plan or any option agreements to the contrary, any option granted under the Plan that vests during 2005 and has not been exercised as of December 1, 2005 shall be automatically exercised as of December 1, 2005. ~~The payment of the net shares under any such option, after applicable tax withholding, shall be made as soon as administratively practicable after December 1, 2005.~~

~~11.3~~~~Options Vesting on or after January 1, 2006~~. Any options granted under the Plan which vest on or after January 1, 2006 shall be automatically exercised as of such vesting date and the payment of the net shares under any such option, after applicable tax withholding, shall be made as soon as administratively practicable after such exercise date.

~~11.4~~~~Authority To take Action To Comply with §409A.~~ The Board of Directors of the Company and/or the Committee shall have the authority to adopt such amendments to the Plan and to take any and all such actions as may be necessary or appropriate to comply in good faith with Code §409A and any Treasury Regulations or similar guidance issued thereunder. With respect to any outstanding option agreements subject to Code §409A, the Committee shall have the authority to enter into consent agreements with the optionees for purposes of modifying the applicable terms of such outstanding option agreements in order to bring them into compliance with Code §409A and the provisions of this ~~Article XI~~.

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~~ARTICLE XII. AMENDMENT AND TERMINATION~~

~~12.1~~~~Authority~~~~.Subject to~~ ~~Section 12.2~~, the Board of Directors may, at any time and from time to time, alter, amend, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders, except that any amendment or alteration shall be subject to approval of the Company’s stockholders if such approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the shares of Stock may be listed or quoted.

~~12.2 Awards Previously Granted.~~ Except as otherwise specifically provided in the Plan or an award agreement under the Plan, no termination, amendment, or modification of the Plan shall adversely affect in any material way any award previously granted under the Plan without the written consent of the grantee of such award.

~~ARTICLE XIII. MISCELLANEOUS~~

~~13.1~~~~No Contract of Employment.~~ ~~Any participation under the Plan shall not be construed as giving an employee a future right of employment with the Company. Employment remains at the will of the Company.~~

~~13.2~~~~Governing Law.~~ ~~This Plan and all matters relating to this Plan shall be interpreted and construed under the laws of the state of Illinois.~~

~~A-6~~

~~APPENDIX B~~

~~THE 2005 MOLEX EMPLOYEE STOCK AWARD PLAN~~

~~(Effective as of July 1, 2005)~~

~~ARTICLE I. GENERAL INFORMATION REGARDING THE PLAN~~

~~1.1 Title~~ ~~- The title of the stock award plan described herein is~~ ~~“The 2005 Molex Employee Stock Award Plan”~~ ~~(the~~ ~~“Plan”~~).

~~1.2 Issuer~~ ~~- The issuer of the stock that is the subject of the Plan is Molex Incorporated, a Delaware corporation, having its principal place of business at 2222 Wellington Court, Lisle, Illinois 60532 (the~~ ~~“Company”~~~~). The Company’s phone number is (630) 969-4550.~~

~~1.3 General Purposes of the Plan~~ - The Company desires to establish the Plan to recognize employees of the Company and its affiliates by rewarding those employees for certain achievements, including, but not limited to, certain service anniversaries, work results, patents, and sales goals.

~~1.4 Duration~~ ~~- The Plan shall commence upon stockholder approval~~, ~~and shall continue thereafter until all reserved shares of Stock (as defined below) have been awarded.~~

~~1.5 Eligible Employees~~ - A person shall be eligible to receive a stock award if he or she is an employee of the Company or any of its affiliates. Officers of the Company, who are also employees, shall be eligible to participate in the Plan only to the extent, and under the same circumstances, as other employees of the Company pursuant to guidelines as may be established by the Committee.

~~1.6 Securities to be Offered~~ ~~- The shares reserved for award under the Plan shall consist of~~ ~~two hundred fifty thousand (250,000) shares of Molex Incorporated Class A Common Stock~~~~, $.05 par value (the~~ ~~“Stock”~~). The Stock shall be issued from either authorized but unissued shares or Treasury Stock as the Committee, in its judgment, deems advisable. Upon the receipt of a stock certificate under the Plan, an employee shall have all the rights normally associated with stock ownership, including the right to vote, if any, and receive dividends, if any.

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

~~ARTICLE II. ADMINISTRATION OF THE PLAN~~

~~2.1 The Committee~~ ~~- A committee (the~~ ~~“Committee”~~~~) appointed by the Board of Directors of the Company (the~~ ~~“Board”~~) shall administer the Plan. No compensation shall be paid to the Committee members under the Plan. However, the Board shall have the power and authority to provide compensation to any person appointed to the Committee who is not an employee of the Company.

~~2.2 Action by the Committee~~ - A simple majority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by a majority of the members shall be fully as effective as if it had been made by a majority vote at a meeting.

~~2.3 Powers of the Committee~~ - The express grant of any specific power to the Committee, or the taking of any action of the Committee, shall not be construed as limiting any power or authority of the Committee. In addition to making awards as set forth in ~~Section~~~~3.1~~ ~~hereof and subject to and consistent with the provisions of the Plan, the Committee shall have full power and authority, in its sole discretion, to~~

~~B-1~~

Ÿ		~~correct any defect or supply any omission or reconcile any inconsistency,~~

Ÿ		~~construe and interpret the Plan, the rules and regulations relating to it, or any other instrument entered into or relating to an award under the Plan,~~

Ÿ		~~make any determinations, provide any procedures or rules, enter into any agreements necessary to comply with any applicable tax laws, rules and regulations,~~

Ÿ		~~delegate its authority with respect to awards under the Plan in accordance with established or written guidelines approved by the Committee and revoke any such delegation of authority at any time,~~

Ÿ		~~make all other determinations, including factual determinations, necessary or advisable for the administration of the Plan.~~

Any action, determination, interpretation or other decision by the Committee with respect to the Plan shall be final, conclusive and binding on all persons and entities, including the Company, its affiliates, any eligible employee, any person claiming any rights under the Plan from or through any grantee of an award under the Plan, and stockholders, except to the extent the Committee may subsequently modify, or take further action not inconsistent with, its prior action.

~~ARTICLE III. STOCK AWARD~~

~~3.1 Awarding the Stock~~ ~~- Subject to the limitation of~~ ~~Section 3.3~~ hereof, the Committee has the complete authority, in its sole discretion, to determine the eligible employees to whom a stock award shall be granted and the number of shares comprising each such award. In making such determinations, the Committee may take into account the nature of the services rendered by the respective employee, his or her present and potential contribution to the Company’s success, the value of his or her achievement that is being recognized and such other factors as the Committee, in its discretion, shall deem relevant. At the time an award is granted, the Committee shall have the discretion to place conditions or restrictions on such award.

~~3.2 Consideration~~ ~~- No monetary consideration shall pass from an employee to the Company.~~

~~3.3 Limitation of Shares Awarded to an Individual Each Year~~ ~~- No single employee shall be awarded more than 3000 shares of Stock under this Plan in any fiscal year of the Company.~~

~~3.4 Distribution of Award~~ - The Committee may issue Stock awards in its discretion at any time during the fiscal year or pursuant to established guidelines set by the Committee which it may change or revoke at any time in its sole discretion.

~~3.5 Tax Withholding~~ - Stock awards under the Plan may be subject to income tax withholding, and the Company is obligated to collect the tax applicable to such income. The Committee may, in its discretion, satisfy that tax obligation by withholding from the shares to be delivered in connection with the award a number of shares having a value equal to the minimum statutory federal income tax withholding, plus state, if applicable, and payroll taxes. The value of each share to be withheld will be the fair market value of the Stock at the time of the award.

~~3.6 Adjustment of the Number of Shares~~ - The number of shares of Stock subject to any award under the Plan, but not yet distributed, and the number of shares reserved for issuance pursuant to the Plan, but not yet covered by an award, shall be adjusted to reflect any stock dividend, stock split or any other capital stock change. The Committee shall equitably make any other adjustments in its sole discretion. No adjustment shall require the Company to award a fractional share.

~~ARTICLE IV. MISCELLANEOUS~~

~~4.1~~ Amendment and Termination. The Board may, at any time and from time to time, alter, amend, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders, except that any amendment or alteration shall be subject to approval of the Company’s stockholders if such approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the shares of Stock may be listed or quoted.

~~4.2~~ ~~Governing Law. This Plan and all matters relating to this Plan shall be interpreted and construed under the laws of the state of Illinois.~~

~~B-2~~

~~APPENDIX C~~

~~2005 MOLEX EMPLOYEE STOCK PURCHASE PLAN~~

~~(Effective April 1, 2006)~~

~~ARTICLE 1. PURPOSE~~

~~Molex Incorporated (the~~ ~~“Corporation”~~~~) hereby establishes the 2005 Molex Employee Stock Purchase Plan (the~~ ~~“Plan”~~). The Plan provides an incentive for present and future employees of the Corporation and its Participating Employers to acquire a proprietary interest (or increase an existing proprietary interest) in the Corporation through the purchase of shares of the Corporation’s common stock at a discount. The Corporation intends that the Plan qualify as an “employee stock purchase plan” under Code §423, and that the Plan shall be administered, interpreted and construed in a manner consistent with the requirements of Code §423.

~~ARTICLE 2. DEFINITIONS~~

~~Under the Plan, except where the context otherwise indicates, the following definitions shall apply.~~

~~2.1 “Administrator”~~ ~~means the person, persons or committee designated by the Board as responsible for the administration of the Plan as provided in~~ ~~Article 3~~.

~~2.2 “Board”~~ ~~means the Board of Directors of the Corporation.~~

~~2.3 “Code”~~ ~~means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.~~

~~2.4 “Committee”~~ ~~means the Compensation Committee or such Administrator as may be appointed by the Board.~~

~~2.5 “Corporation”~~ means Molex Incorporated, a Delaware corporation, or any business which, with the consent of the Board, succeeds to its business by merger, reorganization, consolidation or otherwise and adopts this Plan as its own.

~~2.6 “Compensation”~~ means with respect to each Participant, such Participant’s total base wages and or salary actually paid to a Participant by an Employer during the Offering Period, plus the amount of any tax-deferred or tax-exempt contributions made by the Employer on behalf of the Participant pursuant to a Code §401(k) qualified “cash or deferred” arrangement, a Code §125 “cafeteria plan,” or a Code §132(f)(4) qualified transportation fringe benefit arrangement maintained by the Employer. Compensation shall exclude all other forms of remuneration, including but not limited to, overtime payments, bonus payments, commissions, and other monetary remuneration, if any, which is paid by the Employer to an Eligible Employee during a Plan year plus any other accrued unpaid earnings, nonqualified deferred compensation and other payments as determined by the Committee.

~~2.7 “Effective Date”~~ ~~means April 1, 2006.~~

~~2.8 “Eligible Employee”~~ means any individual who is an employee of an Employer for tax withholding purposes. For purposes of the Plan, the employment relationship shall be treated as continuing while the individual is on sick leave or other authorized leave of absence. The following employees of an Employer shall not be Eligible Employees for Plan purposes:

~~(a)~~ ~~Employees who have been employed by an Employer for less than one year;~~

~~(b)~~ ~~Employees whose customary employment is for not more than 5 months in any calendar year;~~

~~(c)~~ Employees who own, or in accordance with Code §424(d) are considered to own, stock of the Corporation or of any Subsidiary possessing 5% or more of the total combined voting power or value of all classes of the stock of the Corporation or of any Subsidiary; and

~~(d)~~ ~~Employees who are officers for purposes of the requirements of §16 of the Securities Exchange Act of 1934.~~

~~2.9 “Employer”~~ ~~means the Corporation and each Participating Employer.~~

~~2.10 “Exercise Date”~~ ~~means the last business day of an Offering Period.~~

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~~2.11 “Fair Market Value”~~ means, on any given date, the closing price of the Shares on the principal national securities exchange on which the Shares are listed on such date, or, if the Shares are not listed on any national securities exchange, the mean between the bid and asked prices of the Shares as reported on the NASDAQ, or if the Shares are not so reported, the fair market value of the Shares as determined by the Committee in good faith. If there are no sales reports or bid or ask quotations, as the case may be, for a given date, the closest preceding date on which there were sales reports shall be used.

~~2.12 “Offering Date”~~ ~~the first business day of an Offering Period.~~

~~2.13 “Offering Period”~~ ~~means a period established by the Committee or the Board pursuant to~~ ~~Section 17.3~~ during which an option to purchase Shares is granted pursuant to the Plan. Each Offering Period shall begin on the Offering Date of such Offering Period and shall end on the Exercise Date of such Offering Period. Unless changed by the Committee or the Board pursuant to ~~Section 17.3~~~~, the Offering Periods shall be:~~

January 1 through March 31
April 1 through June 30
July 1 through September 30
October 1 through December 31

~~The initial Offering Period shall be April 1, 2006 through June 30, 2006.~~

~~2.14 “Participant”~~ ~~means an Eligible Employee who has elected to participate in the Plan by filing an enrollment agreement with the Corporation as provided in~~ ~~Article 5~~.

~~2.15 “Participating Employer”~~ ~~means any Subsidiary designated by the Committee, in its sole discretion, for participation in the Plan.~~

~~2.16 “Plan”~~ ~~means the 2005 Molex Employee Stock Purchase Plan, as set forth herein, and as may be amended from time to time.~~

~~2.17 “Purchase Price”~~ means the per Share purchase price established by the Committee, in its sole discretion, under an option to purchase Shares, which price shall not be less than 85% of the Fair Market Value of a Share on the Offering Date or 85% of the Fair Market Value of a Share on the Exercise Date, whichever is lower. The Purchase Price established by the Committee shall apply to each Offering Period until subsequently changed by the Committee.

~~2.18 “Share”~~ means a share, $.05 par value, of Class A common stock of the Corporation. Shares subject to the Plan may be authorized, but unissued Shares, Shares held in treasury or Shares acquired by the Corporation.

~~2.19 “Subsidiary”~~ means any corporation (other than the Corporation) that owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock or other equity interests and that otherwise qualifies as a “subsidiary corporation” within the meaning of Code §424(f) or any successor thereto.

~~ARTICLE 3. ADMINISTRATION~~

~~3.1~~ ~~Committee as Administrator~~. The Committee shall be the Administrator, unless and until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in substitution of current members, fill vacancies, and remove all members of the Committee and, thereafter, directly administer the Plan or authorize another person, persons or committee to administer the Plan. Notwithstanding any other provision in the Plan, the Board may, at any time or from time to time, administer the Plan, and in such case, reference herein to the Committee shall mean the Board.

~~3.2~~ ~~Committee Actions~~. The Committee shall meet at such times and places and upon such notice as it may determine. A majority of the Committee shall constitute a quorum. Any act or determination by the Committee may be taken at any meeting at which a quorum is present and shall be by majority vote of those members entitled to vote. Members of the Board or Committee who are eligible to participate in the Plan may vote on any and all matters, including matters affecting Plan administration or option grants pursuant to the Plan.

~~C-2~~

~~3.3~~ ~~Powers of the Committee~~. The Committee shall have all the powers vested in it by the terms of the Plan. In addition, the Committee shall have the power and authority to take all other actions necessary to carry out the purpose and intent of the Plan and make all other determinations necessary or advisable for Plan administration, including, but not limited to, the authority, in its sole discretion, to:

~~(a)~~ ~~interpret the terms and provisions of the Plan;~~

~~(b)~~ ~~prescribe, amend and rescind rules and regulations relating to the Plan, including rules necessary to permit the participation of Eligible Employees in foreign jurisdictions (~~~~e.g.,~~ ~~rules for the conversion of currency and compliance with applicable securities laws);~~

~~(c)~~ ~~correct any defect or rectify any omission in the Plan, or to reconcile any inconsistency in the Plan and any option to purchase Shares granted under the Plan;~~

~~(d)~~ ~~impose such terms, limitations, restrictions and conditions on options granted under the Plan, as the Committee shall deem appropriate;~~

~~(e)~~ permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Corporation’s processing of properly completed withholding elections; and

~~(f)~~ delegate to one or more person or committees such administrative duties as it deems appropriate under the circumstances. Any person or committee to which the duty to perform an administrative function is delegated shall act on behalf of and shall be responsible to the Administrator for such function.

The Committee may, in its discretion, request advice or assistance, or employ such other persons as it deems necessary or appropriate for the proper administration of the Plan, including, but not limited to employing a brokerage firm, bank or other financial institution to assist in the purchase of Shares, delivery of reports or other administrative aspects of the Plan.

~~3.4~~ ~~Effect of Committee’s Decision~~. The Committee’s actions and determinations with respect to any matter relating to the Plan pursuant to the powers vested in it hereunder shall be in its sole and absolute discretion and shall be final, conclusive and binding on all persons, including the Corporation, its stockholders, Participants and any other employee of the Corporation, and their successors in interest. All rules and determinations of the Committee in the administration of the Plan shall be uniformly and consistently applied to all persons in similar circumstances.

~~3.5~~ ~~Limited Liability~~. To the maximum extent permitted by law and the Corporation’s charter, no member of the Board or Committee shall be liable for any action taken or decision made in good faith relating to the Plan or any option grant under the Plan.

~~3.6~~ ~~Indemnification~~. To the maximum extent permitted by law and the Corporation’s charter, the members, including former members of the Board and Committee shall be indemnified by the Corporation with respect to all their activities under the Plan.

~~ARTICLE 4. ELIGIBILITY TO PARTICIPATE IN THE PLAN~~

Subject to limitations imposed by Code §423(b), each person who is an Eligible Employee as of an Offering Date shall be eligible to participate in the Plan for the Offering Period beginning on that Offering Date. All Eligible Employees shall have the same rights and privileges within the meaning of Code §423(b)(5).

~~ARTICLE 5. ELECTION TO PARTICIPATE IN THE PLAN~~

~~5.1~~ ~~Enrollment~~. Each Eligible Employee may elect to participate in the Plan by completing an enrollment agreement in the form required by the Corporation and filing such enrollment agreement with the Corporation’s human resources office no later than 15 days before the applicable Offering Date, unless the Committee establishes another deadline for filing the enrollment agreement with respect to a given Offering Period.

~~5.2~~ ~~Rolling Elections~~. ~~Unless a Participant withdraws from participation in the Plan as provided in~~ ~~Article 10~~ or authorizes a different payroll deduction by timely filing a new enrollment agreement with the Corporation’s human resources office no later than 15 days before the Offering Date of a succeeding Offering Period, a Participant who is participating in an Offering Period as of the Exercise Date of such Offering Period shall be deemed to have (i) elected to participate in the immediately succeeding Offering Period, and (ii) authorized the same payroll deduction percentage for such immediately succeeding Offering Period as was in effect for such Participant immediately before such succeeding Offering Period.

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~~ARTICLE 6. CONTRIBUTIONS~~

~~6.1~~ ~~Payroll Deductions~~. All Participant contributions to the Plan shall be made only by payroll deductions. By filing an enrollment agreement with respect to an Offering Period, the Participant shall authorize payroll deductions to be made, on an after-tax basis (based on eligible pre-tax Compensation), during the Offering Period in an amount from 1% to 15% (in whole percentages) of the Compensation that the Participant receives on each payroll date during such Offering Period, and in each subsequent Offering Period in which the election remains effective as described in ~~Section 5.2~~; provided, however, that a Participant’s payroll deductions shall not exceed $4,000 in any calendar year. Payroll deductions for an Offering Period shall begin on the first payroll date following the Offering Date and shall end on the last payroll date in the Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided below in ~~Article 10~~. The Committee may, in its discretion change the maximum percentage of Compensation permitted to be contributed for any Offering Period before the Offering Date. Notwithstanding the above, the Committee may, in its discretion with respect to any Offering Period, permit all Participants who have not withdrawn from participation in accordance with ~~Article 10~~ to make one lump sum contribution by check no later than ten (10) days prior to the last day of an Offering Period; provided, however, that a Participant’s total contributions for such Offering Period shall not exceed 15% of Compensation, nor shall a Participant’s total contributions exceed $4,000 in any calendar year.

~~6.2~~ ~~Use of Contributions~~. All payroll deductions made for a Participant shall be deposited in the Corporation’s general corporate account and shall be credited to a bookkeeping account for the Participant under the Plan. No interest shall accrue on or be credited with respect to the payroll deductions of a Participant under the Plan. A Participant may not make any additional contributions into such account. The Corporation may use all payroll deductions received or held by the Corporation under the Plan for any corporate purpose, and the Corporation shall not be obligated to segregate such payroll deductions.

~~6.3~~ ~~Changes to Contributions~~. ~~Except as provided in~~ ~~Article 10~~, a Participant may not change his or her contribution election during an Offering Period. A Participant may change his or her contribution election with respect to a succeeding Offering Period by timely filing a new enrollment agreement before such Offering Period.

~~ARTICLE 7. GRANT OF OPTIONS~~

~~7.1~~ ~~Subject to the limitations in~~ ~~Article 13~~ ~~and~~ ~~Section 7.2~~ below, on the Offering Date of each Offering Period, each Participant in such Offering Period shall be given an option to purchase on the Exercise Date of such Offering Period up to a number of whole Shares determined by dividing such Participant’s payroll deductions accumulated during the Offering Period by the Purchase Price established for such Offering Period.

~~7.2~~ Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan (i) if, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Code §424(d)) would own capital stock of the Corporation, and/or hold outstanding options to purchase such stock, possessing 5% or more of the total combined voting power or value of all classes of the capital stock of the Corporation or of any Subsidiary, or (ii) which permits such Eligible Employee’s rights to purchase stock under all Code §423 employee stock purchase plans of the Corporation and its Subsidiaries to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time.

~~ARTICLE 8. EXERCISE OF OPTION~~

The Participant’s option for the purchase of shares for an Offering Period shall be exercised automatically on the Exercise Date of such Offering Period, and the maximum number of whole Shares subject to the option shall be purchased for such Participant at the Purchase Price established for that Offering Period, as provided above in ~~Article 7~~. No fractional Shares shall be purchased. Any payroll deductions accumulated in a Participant’s account which are not sufficient to purchase a whole Share shall continue to be credited to the Participant’s account for the subsequent Offering Period; provided, however, that if a Participant has withdrawn from participation in accordance with ~~Article 10~~, any amount remaining after the purchase of whole Shares shall be returned to the Participant. Shares purchased for a Participant shall be allocated to an account for the Participant as soon as administratively feasible following an Offering Period and the application of any limits (imposed by the Code or the Plan) on the purchase of Shares set forth in the Code and/or the Plan.

~~C-4~~

~~ARTICLE 9. HOLDING PERIOD AND DELIVERY OF SHARES~~

~~9.1~~ ~~Holding Period~~. Unless changed by the Committee, a Participant may not sell, transfer or otherwise dispose of any Shares purchased under the Plan until the sixth month anniversary of the Exercise Date as of which such purchase occurred, other than by the laws of descent and distribution. Any sale after the expiration of such mandatory holding period and before the date on which the applicable holding period to avoid a disqualifying disposition (within the meaning of Treasury Regulation §1.421-5) expires may be made only through the brokerage firm or other financial institution employed by the Committee to assist in the administration of the Plan.

~~9.2~~ ~~Delivery of Share Certificates~~. Share certificates shall not be delivered to Participants until the later of (i) the date on which the applicable holding period to avoid a disqualifying disposition (within the meaning of Treasury Regulation §1.421-5) expires, or (ii) the date that a Participant specifically requests a certificate for Shares purchased pursuant to the Plan. Shares to be delivered to a Participant under the Plan may be registered in the name of the Participant, or, if the Participant so designates, in the name of the Participant and his or her spouse with right of survivorship.

~~9.3~~ ~~Securities Registration of Shares~~. Notwithstanding anything in the Plan to the contrary, the grant and exercise of options to purchase Shares under the Plan, and the Corporation’s obligation to sell and deliver Shares upon the exercise of options to purchase Shares shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel for the Corporation, be required, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed. If the Shares offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act of 1933, the Corporation may restrict the transfer of such Shares and may legend the Share certificates representing such Shares in such manner as it deems advisable to ensure the availability of such exemption. The Committee may require the Participant to provide appropriate written investment or other representations, in order to comply with applicable securities laws or in furtherance of the preceding provisions of this Section.

~~ARTICLE 10. TERMINATION OF PARTICIPATION~~

~~10.1~~ ~~Withdrawal from Participation~~. Any Participant may withdraw from participation under the Plan at any time by providing a written notice of withdrawal to the Corporation’s human resources office. Upon receipt of a Participant’s notice of withdrawal, payroll deductions shall cease, and all of the Participant’s payroll deductions previously credited to the Participant’s bookkeeping account shall be applied in accordance with ~~Article 8~~~~. A Participant shall not be permitted to withdraw payroll deductions previously credited to his bookkeeping account.~~

~~10.2~~ ~~Resumption of Participation~~. Payroll deductions shall not resume on behalf of a Participant who has withdrawn from the Plan, unless the Participant timely files a new enrollment agreement with the Corporation during the enrollment period preceding the commencement of a new Offering Period as described in ~~Section 5.1~~. A Participant’s withdrawal from an Offering Period shall not have any effect upon the Participant’s eligibility to participate in (i) any similar plan that may hereafter be adopted by the Corporation, or (ii) an Offering Period beginning after the Offering Period immediately following the Offering Period from which the Participant withdraws except to the extent provided in ~~Section 10.1~~.

~~10.3~~ ~~Ineligibility; Termination of Employment~~. If a Participant ceases to be an Eligible Employee during an Offering Period, or the Participant’s employment with the Corporation and all Subsidiaries terminates before the Exercise Date of the Offering Period for any reason, including retirement or death, the payroll deductions credited to the Participant’s account shall be returned to the Participant or, in the case of death, to the Participant’s beneficiary, and the Participant’s options to purchase Shares under the Plan shall automatically terminate.

~~ARTICLE 11. DESIGNATION OF BENEFICIARY~~

~~11.1~~ ~~Designation~~. A Participant may designate a beneficiary to receive any benefits which may be or become payable to the Participant upon his death, by notifying the Committee in writing, at any time before Participant’s death, in such manner and on such form as the Committee deems acceptable for that purpose. A Participant may revoke any beneficiary designation or designate a new beneficiary at any time without the consent of a beneficiary or any other person.

~~C-5~~

~~11.2~~ ~~Absence of Designation~~. If a Participant dies without having made an effective designation of beneficiary under the Plan, or if the designated beneficiary has failed to survive the Participant, the Corporation shall deliver any Shares and/or cash which may become payable from the Participant’s bookkeeping account under the Plan to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Corporation), the Corporation, in its discretion, may deliver such Shares and/or cash to (i) the Participant’s surviving spouse, if any, or (ii) if none, to any one or more dependents or relatives of the Participant known to the Corporation, if any, or (iii) if none, then to such other person as the Corporation may designate. The Corporation may require such evidence of survivorship or kinship as it deems appropriate as a condition for making a distribution hereunder.

~~ARTICLE 12. TRANSFERABILITY~~

Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive Shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in ~~Article 11~~) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Corporation, in its discretion, may treat such act as an election to withdraw from participation in accordance with ~~Article 10~~ ~~hereof. During a Participant’s lifetime, a Participant’s option to purchase Shares hereunder is exercisable only by the Participant.~~

~~ARTICLE 13. SHARES SUBJECT TO THE PLAN~~

~~Subject to adjustments as provided in~~ ~~Article 16~~~~, the maximum number of Shares that shall be made available for sale under the Plan shall be~~ ~~FIVE HUNDRED THOUSAND (500,000)~~ Shares. If and to the extent that any option to purchase Shares shall not be exercised for any reason, or if such right to purchase Shares shall expire or terminate as provided herein, the Shares that have not been so purchased hereunder shall again become available for the purposes of the Plan, unless the Plan shall have been terminated. If, on a given Exercise Date, the number of Shares with respect to which options are to be exercised exceeds the number of Shares then available under the Plan, the Committee shall make a pro rata allocation of the Shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.

~~ARTICLE 14. SHAREHOLDER RIGHTS~~

Participants shall have no interest or voting right in, or rights to receive dividends in respect of, Shares covered by an option until such option has been exercised and Shares certificates have been issued in the name of the Participant. Share certificates need not be delivered to the Participant in order for the Participant to have any such stockholder rights.

~~ARTICLE 15. ACCOUNTS AND REPORTS~~

Individual accounts shall be maintained for each Participant in the Plan. Following each Exercise Date and allocation of Shares to Participants’ accounts, statements of account shall be given to Participants who have purchased Shares, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.

~~ARTICLE 16.~~
~~ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION, MERGER OR ASSET SALE~~

~~16.1~~ ~~Changes in Capitalization~~. In the event of a reclassification, recapitalization, stock split, stock dividend, combination of Shares, or other similar or extraordinary event, the maximum number and/or kind of shares reserved for issuance under the Plan, the number and/or kind of Shares each Participant may purchase per Offering Period (pursuant to ~~Article 7~~) and the per share purchase price of Shares which may be issued to any Participant upon the exercise of options granted under the Plan shall be adjusted to reflect such event, and the Committee shall make such adjustments as it deems appropriate and equitable in the number, kind and price of issued Shares, and in any other matters which relate to the options and which are affected by such changes in the Corporation’s common stock.

~~16.2~~ ~~Dissolution or Liquidation~~. ~~In the event of the proposed dissolution or liquidation of the Corporation, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the~~ ~~“New Exercise Date”~~) to occur before the date of the proposed action, and shall terminate immediately before the consummation of such proposed action, unless provided otherwise by the Committee. In such circumstance, the Committee shall notify each Participant in writing, at least ten days before the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option shall be exercised automatically on the New Exercise Date, unless the Participant has withdrawn from the Offering Period before the date of notification.

~~C-6~~

~~16.3~~ ~~Merger or Asset Sale~~. In the event of a proposed sale of all or substantially all of the assets of the Corporation, or the merger of the Corporation with or into another corporation, the Plan and each outstanding option may be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the ~~“New Exercise Date”~~), which shall be the day before the date of the Corporation’s proposed sale or merger. In such event, the Committee shall notify each Participant in writing, at least ten days before the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option shall be exercised automatically on the New Exercise Date, unless the Participant has withdrawn from the Offering Period before such date as provided in ~~Article 10~~.

~~16.4~~ ~~In all cases, the Committee shall have full discretion to exercise any of the powers and authority provided under this~~ ~~Article 16~~, and the Committee’s actions hereunder shall be final and binding on all Participants. No fractional Shares of stock shall be issued under the Plan pursuant to any adjustment authorized under the provisions of this ~~Article 16~~.

~~ARTICLE 17. AMENDMENT~~

~~17.1~~ The Board may at any time, or from time to time, amend the Plan in any respect; provided, however, that the Plan may not be amended in any way that will cause options issued under the Plan to fail to meet the requirements for employee stock purchase plans as defined in Code §423 or any successor thereto, including, without limitation, stockholder approval, if required. Except as provided in ~~Article 18~~, no amendment shall adversely affects the rights of any Participant with respect to any previous or outstanding right to purchase Shares as of the later of the date such amendment is adopted or effective.

~~17.2~~ In addition to the powers granted to the Committee in the Plan, the Committee shall be authorized to make minor or administrative modifications to the Plan as well as modifications to the Plan that may be dictated by requirements of federal or state laws applicable to the Corporation, laws of foreign jurisdictions governing the participation of Eligible Employees, or that may be authorized or made desirable by such laws. The Committee may amend or modify the grant of any outstanding option in any manner to the extent that the Committee would have had the authority to grant such option as so amended or modified.

~~17.3~~ In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:

~~(a)~~ ~~altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;~~

~~(b)~~ ~~shortening any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and~~

~~(c)~~ ~~allocating Shares.~~

~~Such modifications or amendments shall not require stockholder approval or the consent of any Participants.~~

~~ARTICLE 18. TERMINATION~~

~~18.1~~ ~~The Plan and all rights of Eligible Employees and Participants hereunder shall terminate:~~

~~(a)~~ ~~on the Exercise Date that Participants become entitled to purchase a number of Shares greater than the number of reserved Shares remaining available for purchase under the Plan; or~~

~~(b)~~ ~~at any time, at the discretion of the Board.~~

~~C-7~~

~~18.2~~ ~~In the event that the Plan terminates under circumstances described in~~ ~~Section 18.1(a)~~~~, any Shares remaining as of the termination date shall be sold to Participants on a pro rata basis. Except as provided in~~ ~~Article 17~~, no such termination shall affect rights to purchase Shares previously granted; provided, however, that an Offering Period may be terminated by the Board on any Exercise Date if the Board determines that termination of the Offering Period or the Plan is in the best interests of the Corporation and its stockholders.

~~ARTICLE 19. NOTICES~~

All notices or other communications by a Participant to the Corporation under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Corporation at the location, or by the person, designated by the Corporation for the receipt thereof.

~~ARTICLE 20. SHAREHOLDER APPROVAL~~

The Plan is subject to approval by stockholders of the Corporation within 12 months before or after the date the Board adopts the Plan. For purposes of the preceding sentence, the Plan is adopted as of the date on which the Board approves the Plan. If such stockholder approval is not obtained at the first stockholders meeting at which the Plan is on the agenda, but in any event within 12 months after the Board’s adoption of the Plan, the Plan shall be canceled and any pending options shall be null and void.

~~ARTICLE 21. TAX WITHHOLDING~~

The Corporation may make such provisions, as it deems appropriate, for withholding by the Corporation pursuant to all applicable tax laws of such amounts as the Corporation determines it is required to withhold in connection with the purchase or sale by a Participant of any Shares acquired pursuant to the Plan. The Corporation may require a Participant to satisfy any relevant tax requirements before delivering any Shares to such Participant.

~~ARTICLE 22. NO EMPLOYMENT RIGHTS~~

The right to elect to participate in the Plan shall not constitute an offer of employment to Eligible Employees nor shall participation in the Plan guarantee a Participant’s continued employment. Participation in the Plan shall not limit the right of an Employer to terminate a Participant’s employment at any time.

~~ARTICLE~~~~23. RELIANCE ON REPORTS~~

Each member of the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountants of the Corporation and upon any other information furnished in connection with the Plan by any other person or persons other than him or herself.

~~ARTICLE~~~~24. TITLES AND HEADINGS~~

The titles and headings of the Articles and Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

~~ARTICLE 25. TERM OF PLAN~~

Subject to stockholder approval, the Plan shall become effective as of the Effective Date. The Plan shall continue in effect for a term of ten years from the Effective Date unless sooner terminated under ~~Article 18~~.

~~C-8~~

~~APPENDIX D~~

~~THE 2005 MOLEX INCENTIVE STOCK OPTION PLAN~~

~~(Effective October 28, 2005)~~

~~ARTICLE I. GENERAL~~

~~1.1~~~~Name of Plan~~ ~~- The name of the plan described in detail herein shall be~~ ~~The 2005 Molex Incentive Stock Option Plan~~ ~~(the~~ ~~"Plan"~~).

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

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

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

~~ARTICLE II. TERM OF PLAN~~

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

~~2.2~~~~Expiration~~ ~~- This Plan shall expire~~ ~~October 31, 2010~~ ~~and no option shall be granted on or after such expiration date. However, expiration of the Plan shall not affect outstanding unexpired options previously granted.~~

~~ARTICLE III. STOCK SUBJECT TO PLAN~~

~~3.1~~~~Class of Stock~~ ~~- The stock that shall be subject to option under the Plan shall be Molex Incorporated Class A Common Stock, par value 5¢ per share (the~~ ~~"Stock"~~).

~~3.2~~~~Number of Shares~~ – ~~Five hundred thousand (500,000)~~ shares of the Stock shall be reserved for issue upon the exercise of options granted under the Plan. The Stock issued under the Plan may be treasury shares purchased on the open market or otherwise, authorized but unissued shares, or reacquired shares.

~~3.3~~~~Expired, Forfeited or Canceled Options~~ - If any such options granted under the Plan shall expire, be forfeited or canceled for any reason without having been exercised in full, the unexercised shares subject thereto shall again be available for the purpose of the Plan.

~~ARTICLE IV. ADMINISTRATION~~

~~4.1~~~~Committee~~ ~~- A committee (the~~ ~~"Committee"~~~~) shall administer the Plan under the terms and conditions and powers set forth herein~~

~~4.2~~ �� ~~Makeup of the Committee~~ - The Committee shall consist of two or more members of the Board of Directors of the Company. In the absence of any action by the Board to the contrary, the Committee shall be the Compensation Committee of the Board of Directors.

~~D-1~~

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

~~If not specified~~ All actions taken and all interpretations and determinations made by the respective Committee shall be final and binding upon the Participants, the Company, and all other interested individuals. Notwithstanding the foregoing, members of the Board or the respective Committee who are either eligible for Awards or have been granted Awards may vote on any and all matters, including matters affecting the administration of the Plan or the grant of Awards pursuant to the Plan. However, no such member shall act upon the granting of a specific Award to himself or herself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board or the respective Committee during which action is taken with respect to the granting of an Award to him or her.

3.2 Authority of the Respective Committees. Each respective Committee shall have full and exclusive discretionary power:

(a) To determine the Executive Officers or Non-Executive Officers, as the case may be for the respective Committee, who will receive Awards and become Participants in the ~~Plan,~~Plan;

(b) To determine the time at which the Committee must or may take any determination shall be determined by the Committee, and such determination may thereafter by modified by the Committee. Any action, determination, interpretation or other decision by the Committee with respect to the Plan shall be in its sole discretion and be final, conclusive and binding on all persons and entities, including the Company, its affiliates, any eligible employee, any person claiming any rights under the Plan from or through any grantee of an award under the Plan, and stockholders, except to the extent the Committee may subsequently modify, or take further action not inconsistent with, its prior action.

~~4.4~~~~Power to Grant Options~~ ~~- Subject to the express provisions of the Plan, the Committee shall have complete authority, in its sole discretion, to determine the employees to whom, and the time or times at which, options~~Awards shall be granted ~~the option periods, the vesting schedule~~ and the ~~number~~terms and conditions of ~~shares to be~~each Award, including, but not limited to:

(i) Option periods, Period of Restriction or Performance Period;

(ii) Vesting schedule, if any;

IV-6

(iii) Number of Shares subject to ~~each option,~~the Award; and

(iv) Any such other terms and provisions of the ~~option agreements (which need~~Award Agreement, which are not required to be ~~identical). In~~identical among Participants;

provided, however, in making any such determinations, the respective Committee may take into account the nature of the services rendered by the respective ~~employee,~~Executive Officer or Non-Executive Officer his or her present and potential contribution to the Company’s success, and such other factors as the respective Committee in its discretion shall deem ~~relevant. With~~relevant; provided, further, with the exception of Section ~~4.6~~5.2(b), neither the Compensation Committee nor the Stock Option Plan Committee shall have noany power to grant ~~options~~Awards to ~~directors who are not employees of the Company~~Directors or to set the terms and conditions ~~thereof.~~

~~4.5~~~~Grants~~thereof;

(c) To interpret the terms and the intent of ~~Incentive Stock Option~~this Plan and ~~Nonqualified Stock Options~~ ~~- The~~any Award Agreement or other agreement or document ancillary to or in connection with this Plan;

(d) To correct any defect or supply any omission or reconcile any inconsistency;

(e) To adopt such rules, regulations, forms, instruments, and guidelines for administering this Plan as the respective Committee ~~shall have complete authority, in its sole discretion,~~may deem necessary or proper and if applicable, to ~~determine at~~comply with Applicable Law and regulations; and

(f) Subject to Article 15, to adopt modifications and amendments to any Award or Award Agreement, including without limitation:

(i) Accelerating the ~~time~~vesting of any Award;

(ii) Extending the post-termination exercise period of an ~~option is granted whether such option shall be an incentive stock option qualified under §422~~Award (subject to the limitations of Code Section 409A); and

(iii) Any other modifications or amendments that are necessary to comply with the laws of the ~~Internal Revenue Code,~~countries and other jurisdictions in which the Company and its Subsidiaries operate.

Article 4. Number of Shares Available for Awards

4.1 Plan Total. Subject to adjustment as ~~amended, (~~~~“ISO”~~provided in Section 4.5 herein, the maximum number of Shares available for grant to Participants under this Plan (the “Share Authorization”) ~~or whether such option~~ shall ~~be a nonqualified stock option. Unless the option agreement states otherwise, all options granted shall be ISOs.~~be:


	(a)	Five million (5,000,000) Shares; and

(b) The number of ~~shares~~Shares which remained available for ~~which options may be granted to any one person in any calendar year shall be limited and cannot exceed~~grant under the ~~following:~~

a.		~~Overall Limitation~~ ~~- With respect to any option (whether ISOs or nonqualified), ten percent (10%) of the number of shares reserved for the Plan~~Company’s Prior Plans as ~~set forth in~~ ~~Section 3.2~~ ~~(adjusted as set forth in~~ ~~Article IX~~~~) or two hundred-fifty thousand (250,000) shares (adjusted as set forth in~~ ~~Article IX~~~~), whichever is less.~~

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


Ÿ		~~One Hundred Thousand Dollars ($100,000)~~

~~LESS~~

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

~~4.6~~~~Automatic Grant of Options to Outside Directors~~ ~~- Notwithstanding~~ ~~Sections 4.4 and 4.5~~~~, each director who is not an employee~~ of the ~~Company shall receive only an automatic nondiscretionary stock option grant on the date~~Effective Date; and

(c) The number of Shares subject to outstanding Awards as of the ~~Annual Stockholders Meeting every year during~~Effective Date under the ~~term~~Prior Plans that on or after the Effective Date cease for any reason to be subject to such Awards (other than by reason of exercise or settlement of the Plan. Any option granted to a director who is not an employee of the Company shall be a nonqualified stock option. The amount of shares subject to the options that will be automatically granted to each outside director for each year shall be the amount of shares equal to 200 multiplied by the number of years of service or fraction thereof. The amount of shares for each year of service shall increase to 500 shares per year or fraction thereof, if all of the following financial conditions are met for the fiscal year immediately ended prior to the grant:

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

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

~~D-2~~

Notwithstanding the foregoing, no option grant to an outside director shall exceed the lesser of 3,000 shares or the number of shares whose fair market value on the date of grant does not exceed $100,000.00.

~~4.7~~~~Other Powers~~ - The express grant of any specific power to the Committee, or the taking of any action of the Committee, shall not be construed as limiting any power or authority of the Committee. Subject to and consistent with the provisions of the Plan, the Committee shall have full power and authority, in its sole discretion, to

Ÿ		~~correct any defect or supply any omission or reconcile any inconsistency,~~

Ÿ		~~construe and interpret the Plan, the rules and regulations relating to it, or any other instrument entered into or relating to an award under the Plan,~~

Ÿ		~~make any determinations, provide any procedures or rules, enter into any agreements necessary to comply with any applicable tax laws, rules and regulations,~~

Ÿ		~~make all other determinations, including factual determinations, necessary or advisable for the administration of the Plan.~~

~~ARTICLE V. GRANT OF OPTION~~

~~5.1~~~~Option Price~~ - The option price shall be the fair market value of the Stock on the date of granting the option. Notwithstanding, the foregoing, only in the case of an ISO grant, if an optionee owns more than ten percent (10%) of the voting power of all classes of the Company’s stock, then the option price shall be one hundred-ten percent (110%) of the fair market value of the Stock on the date of granting the option.

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

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

~~ARTICLE VI. EXERCISE OF OPTION~~

~~6.1~~~~Initial Waiting Period~~ ~~- No option shall be exercisable until at least one (1) year after the date of grant, unless one of the events set forth in~~ ~~Section 6.4~~ ~~occurs.~~

~~6.2~~~~Vesting Periods~~ ~~- After the initial waiting period, an optionee may exercise his option~~Awards to the extent ~~that shares covered by said option become vested.~~they are exercised for or settled in vested and nonforfeitable Shares).

4.2 Maximum Number of Shares Reserved for ISOs. The ~~vesting schedule is as follows:~~

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

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

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

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

~~D-3~~

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

a.		~~Death~~~~; or~~

b.		~~Total disablement~~~~; or~~

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

~~(1)~~		~~The optionee has reached age 59½; and~~

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

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

~~(4)~~		The option is intended to be an ISO. If the option is not intended to be an ISO, the Committee, in its sole discretion, may allow accelerated vesting to any extent it desires without regard to whether the optionee is retiring.

~~6.5~~~~Expiration~~ ~~- No option~~ may be ~~exercised more than two (2) years from the date the option becomes one hundred percent (100%) vested. Notwithstanding the foregoing, all~~issued pursuant to ISOs ~~must be exercised within one (1) year from the date the option becomes one hundred percent (100%) vested.~~

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

~~6.7 Tax Withholding~~ – Option exercises under the Plan may be subject to income tax withholding, and the Company would be obligated to collect the tax applicable to such income. The Committee may, in its discretion, satisfy that tax obligation by withholding from the shares to be delivered in connection with the award a number of shares having a value equal to the minimum statutory federal income tax withholding, plus state, if applicable, and payroll taxes. The value of each share to be withheld will be the fair market value of the Stock at the time of the exercise.

~~6.8~~~~Rights as a Shareholder~~ ~~- An optionee shall have no rights as a stockholder with respect to shares covered by his option until the day of issuance of a stock certificate to him and until after such shares are fully paid.~~

~~ARTICLE VII. TERMINATION OF OPTION~~

~~Every option granted to each optionee~~ under this Plan shall be two hundred and fifty thousand (250,000) Shares.

4.3 Share Usage. Shares covered by an Award shall only be counted as used to the extent they are actually issued. Any Shares related to Awards which terminate ~~and expire at~~by expiration, forfeiture, cancellation, or otherwise without the ~~earliest of:~~

Ÿ		~~the date of expiration set when such option was granted; or~~

Ÿ		~~one (1) year after one of the events set forth in~~ ~~Section 6.4~~~~; or~~

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

~~ARTICLE VIII. TRANSFERABILITY~~

~~8.1~~~~Non-Transferable~~ ~~- Any option~~issuance of such Shares, are settled in cash in lieu of Shares, shall be available again for grant under this Plan. Moreover, if the Option Price of any Option granted under ~~the~~this Plan is satisfied by tendering Shares to the Company, only the number of Shares issued, net of the Shares tendered, if any, will be delivered for purposes of determining the maximum number of Shares available for delivery under this Plan. The Shares available for issuance under this Plan may be authorized and unissued Shares, Shares available on the open market or treasury shares purchased on the open market or otherwise reacquired.

IV-7

4.4 Annual Award Limit. Unless and until the Compensation Committee determines that an Award to a Covered Employee shall not ~~transferable and can~~ be ~~exercised only by~~designed to qualify as Performance-Based Compensation, the ~~optionee during his life~~maximum aggregate number of Shares subject to ~~Section 8.2~~ ofAwards granted in any one calendar year to any one Participant shall be five hundred thousand (500,000), as adjusted pursuant to this ~~Article.~~

Plan.

~~8.2~~~~Death~~ -

4.5 Adjustments in Authorized Shares.

(a) Company Transactions.

(i) General Rule. In the event of ~~the death~~any corporate event or transaction such as an amalgamation, a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, division, consolidation or other distribution of ~~an optionee while totally disabled, retired,~~stock or still employed by the Company or a parent or a subsidiary, his option, to the extent he could have exercised it on the date of his death, may be exercised by the personal representative of the estate of the optionee within one (1) year after the date of his death in accordance with the terms established by the Committee at the time the option was granted, but (as set forth in ~~Article VII~~~~) not later than the expiration date set forth in~~ ~~Section 6.5~~.

~~D-4~~

~~ARTICLE IX. ADJUSTMENT OF NUMBER OF SHARES~~

~~9.1~~~~Stock Dividends~~ ~~- In the event that a dividend shall be declared upon the Stock payable in shares of stock~~property of the Company, ~~the~~combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure, number of ~~shares of stock then subject~~issued Shares or distribution (other than normal cash dividends) to any such option and the number of shares reserved for issuance pursuant to the Plan, but, not yet covered by an option, shall be adjusted by adding to each such share the number of shares which would be distributable thereon (or any equivalent value of Stock as determined by the Committee in its sole discretion) if such share had been outstanding on the date fixed for determining the stock holders entitled to receive such stock dividend.

~~9.2~~~~Reorganization~~ ~~- In the event that the outstanding shares of Stock shall be changed into or exchanged for a different number or kind of shares of stock or other securities~~stockholders of the Company, or any similar corporate event or transaction (a “Corporate Transaction”), the respective Committee, in order to prevent dilution or enlargement of ~~another corporation, whether through reorganization, recapitalization, stock split up, combination of shares, merger~~Participants’ rights under this Plan, shall substitute or consolidation, then, there shall be substituted for each share of Stock subject to any such option and for each share of Stock reserved for issuance pursuant to the Plan, but, not yet covered by an option,adjust, as applicable, the number and kind of ~~shares~~Shares that may be issued under this Plan or under particular forms of ~~stock or other securities into which each outstanding share of Stock shall be so changed or for which each such share of Stock shall be exchanged.~~

~~9.3~~~~Other Changes~~ ~~- In the event there shall be any change, other than as specified above in this Article, in~~Awards, the number orand kind of outstanding shares of stock of the Company or of any stock or other securities into which such stock shall have been changed or for which it shall have been exchanged, then, if the Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in the number or kind of shares theretofore reserved for issuance pursuant to the Plan, but, not yet covered by an option and of the shares thenShares subject to ~~an option or options, such adjustments shall be made by~~outstanding Awards, the ~~Committee~~Option Price applicable to outstanding Awards, the annual award limits, and ~~shall be effective and binding for all purposes of the Plan and of each stock option agreement.~~other value determinations applicable to outstanding Awards. Notwithstanding the foregoing, with respect to Corporate Transactions, the Board may also:

(A) Substitute options ~~granted~~or shares of another corporation (after equitable adjustment to ~~directors,~~ the number of shares and exercise price) and in conjunction cancel outstanding Awards; or

(B) Cancel outstanding Awards and provide payment to the Participants equal to the value of the cancelled Awards.

The Board shall make all determinations under this subparagraph (i), and all such determinations shall be conclusive and binding;provided, however, any adjustment by the Board, as of the date such adjustment is made, may not materially or adversely affect the rights of the holder of an Award without such holder’s consent. Any such adjustments to Shares in accordance with this subparagraph (i) shall be cumulative and the applicable provisions of the Plan affected by such adjustment shall be deemed to be automatically amended accordingly;provided, however, the Board shall take all necessary action so as to actually make all necessary adjustments in the number and kind of securities subject to any outstanding Options, Restricted Stock and/or Performance Shares and the exercise price thereof.

(ii) Special Circumstances Requiring Adjustment. The respective Committee, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under this Plan to reflect, or related to, such changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. The determination of the respective Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.

(iii) Issuance or Assumption of Benefits. Subject to the provisions of Article 15 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the respective Committee may authorize the issuance or assumption of benefits under this Plan in connection with any amalgamation, merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44 or subsequent accounting guidance),

IV-8

subject to compliance with the rules under Code Sections 422 and 424, as and where applicable. The respective Committee shall ~~make those adjustments under this~~ ~~Article IX~~ ~~only~~provide to ~~the extent necessary to preserve the economic benefit of an unexercised option.~~

~~9.4~~~~Adjusted Option Price~~ ~~- In the case~~Participants reasonable written notice (which may include, without limit, notice by electronic means) within a reasonable time of any ~~substitution or adjustment as provided for in this Article, the option price in each stock option agreement for each share covered thereby prior to~~ such substitution or adjustment will be the option price for all shares of Stock or other securities which shall have been substituted for such share or to which such share shall have been adjusted pursuant to this Article.

~~9.5~~determinations it makes.

(iv) Fractional Shares -. No adjustment or substitutions provided for in this Article shall require the Company to sell a fractional share, and the total substitution or adjustment with respect to each ~~stock option agreement~~Award shall be limited accordingly.

~~ARTICLE X. SECURITIES REGULATION~~

~~10.1~~~~Registered~~

Article 5. Eligibility and Participation

5.1 Eligibility. Individuals eligible to participate in this Plan include any Employee and all Directors.

5.2 Actual Participation.

(a) Executive Officers. Subject to the provisions of this Plan, the Compensation Committee may, from time to time, select from all Executive Officers for a given calendar year, those Executive Officers to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.

(a) Non-Executive Officers. Subject to the provisions of this Plan, the Stock - Option Plan Committee may, from time to time, select from all Non-Executive Officers, those Non-Executive Officers to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by law, and the amount of each Award.

(c) Automatic Grant of Options to Outside Directors. Notwithstanding any other provision of the Plan to the contrary, each Director shall receive only an automatic nondiscretionary Option grant on the date of the annual stockholders meeting during the term of the Plan. Any Option granted to a Director shall be a Nonqualified Stock Option. The ~~Company~~amount of Shares subject to the NQSO that will be automatically granted to each Director for each year shall be the amount of Shares equal to 500 multiplied by the number of years of service to the Board or fraction thereof. Notwithstanding the foregoing, no Option grant to a Director shall exceed the lesser of:

(i) 5,000 Shares; or

(ii) The number of Shares whose Fair Market Value on the Grant Date does not exceed $150,000.

5.3 Leaves of Absence. Notwithstanding any other provision of the Plan to the contrary, for purposes of determining Awards granted hereunder, a Participant shall not be ~~obligated~~deemed to ~~sell~~have incurred a termination of employment if such Participant is placed on military or ~~issue~~sick leave or such other leave of absence which is considered as continuing intact the employment relationship with the Company or any ~~shares under~~Subsidiary. In such a case, the employment relationship shall be deemed to continue until the date when a Participant’s right to reemployment shall no longer be guaranteed either by law or contract.

5.4 Transfer of Service. Notwithstanding any ~~option~~other provision of the Plan to the contrary, for purposes of determining Awards granted hereunder, unless and until the shares with respect to which the option is being exercised are effectively registered or exempt from registration under the Securities Act of 1933 and from any other federal or state law governing the sale and issuance of such shares or any securities exchange regulation to which the Company might be subject.

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

~~ARTICLE XI. MISCELLANEOUS~~

~~11.1~~~~No Contract of Employment~~ ~~- A grant or participation under the Plan~~Participant shall not be ~~construed as giving an optionee~~deemed to have incurred a ~~future right~~termination of employment if the Participant’s status as an Employee or Director terminates and the Participant is then, or immediately thereafter becomes, an eligible individual due to another status or relationship with the ~~Company. Employment remains at the will~~Company or any Subsidiary.

Article 6. Options

6.1 Grant of ~~the Company.~~

~~11.2~~~~Governing Law~~ ~~- This Plan and all matters relating~~Options. Subject to the terms and provisions of this Plan, ~~shall~~Options may be ~~interpreted~~granted to Participants in such number, and ~~construed under the laws of the State of Illinois.~~

~~11.3~~~~Amendment of Plan~~ ~~- The Board of Directors, at its discretion, may amend the Plan~~upon such terms, and at any time ~~subject~~and from time to ~~stockholder approval if required by SEC rules or the listing requirements of any national securities exchanges or trading systems on which any of the Company’s equity securities are listed.~~

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

~~D-5~~

~~(Blank page)~~

~~APPENDIX E~~

~~THE 2000 MOLEX LONG-TERM STOCK PLAN~~

~~(As of October 28, 2005)~~

~~ARTICLE I. GENERAL~~

~~1.1~~~~Name of Plan~~ ~~- The name of the plan described in detail herein shall be~~ ~~The 2000 Molex Long-Term Stock Plan~~ ~~(the~~ ~~“Plan”~~).

~~1.2~~ ~~Purpose~~ ~~- The purpose of the Plan is to reward and induce certain designated key management employees to remain in the employ of Molex Incorporated, a Delaware corporation (the~~ ~~“Company”~~), and any of its subsidiaries, and to encourage such employees to secure or increase their stock ownership in the Company through the grant of both stock options and/or stock bonuses. The Company believes the Plan will promote continuity of management and increase incentive and personal interest in the welfare of the Company by those who are primarily responsible for shaping, carrying out the long-range plans of the Company and securing its continued growth and financial success.

~~1.3~~ ~~Eligibility~~ ~~- The following persons shall be eligible to receive a grant under the Plan: any executive officer of Molex Incorporated or any member of the Executive Management Committee.~~

~~ARTICLE II. TERM OF PLAN~~

~~2.2~~~~Expiration~~ ~~- This Plan shall expire~~ ~~October 31, 2010~~ ~~and no option shall be granted or stock bonuses awarded on or after such expiration date. However, expiration of the Plan shall not affect outstanding unexpired options previously granted.~~

~~ARTICLE III. STOCK SUBJECT TO PLAN~~

~~3.1 Class of Stock~~ ~~- The stock that shall be subject to award under the Plan shall be Molex Incorporated~~ ~~Class A Common Stock~~~~, par value 5¢ per share (the~~ ~~“Stock”~~).

~~3.2~~~~Number of Shares~~ - ~~Twelve million (12,000,000) shares~~ of the Stock shall be reserved for issue upon the exercise of options granted under the Plan. The Stock issued under the Plan may be treasury shares purchased on the open market or otherwise, authorized but unissued shares, or reacquired shares.

~~3.3~~ ~~Expired, Forfeited or Canceled Options~~ - If any options granted or stock bonuses awarded under the Plan shall expire, be forfeited, not distributed and/or canceled for any reason without having been exercised or distributed in full, the unexercised shares (in the case of options) or the shares not distributed (in the case of stock bonuses) subject thereto shall again be available for the purpose of the Plan.

~~ARTICLE IV. ADMINISTRATION~~

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

~~4.2~~~~Makeup of the Committee~~ - The Committee shall consist of two or more members of the Board of Directors of the Company. In the absence of any action by the Board to the contrary, the Committee shall be the Compensation Committee of the Board of Directors.

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

~~E-1~~

~~If not specified in the Plan, the time at which the Committee must or may take any determination~~ shall be determined by the respective Committee, in its sole discretion; provided that ISOs may be granted only to eligible Employees of the Company or any Subsidiary (as permitted under Code Sections 422 and 424).

IV-9

6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such ~~determination may thereafter by modified by~~other provisions as the ~~Committee. Any action, determination, interpretation or other decision by~~respective Committee shall determine which are not inconsistent with the ~~Committee with respect~~terms of this Plan. Unless otherwise provided, all Options granted shall be NQSOs.

6.3 Option Price.

(a) General Rule for Awards to Executive Officers, Non-Executive Officers and Directors. Subject to paragraph (b) immediately below, the Option Price for each grant of an Option under this Plan shall be ~~final, conclusive and binding on all persons and entities, including~~determined by the ~~Company, its affiliates, any eligible employee, any person claiming any rights under the Plan from or through any grantee of an award under the Plan, and stockholders, except to the extent the~~respective Committee ~~may subsequently modify, or take further action not inconsistent with, its prior action.~~

~~4.4~~~~Power to Grant Stock Options and/or Stock Bonuses~~ ~~- Subject to the express provisions of the Plan, the Committee shall have complete authority,~~ in its sole discretion and shall be specified in the Award Agreement;provided, however, the Option Price must be at least equal to ~~determine~~one hundred percent (100%) of the ~~employees~~FMV of the Shares as determined on the Grant Date. With respect to ~~whom,~~a Participant who owns, directly or indirectly, more than ten percent (10%) of the total combined voting power of all classes of the stock of the Company or any Subsidiary, the Option Price of Shares subject to an ISO shall be at least equal to one hundred and ten percent (110%) of the Fair Market Value of such Shares on the ISO’s Grant Date.

(b) Discounted Options for Non-Executive Officers. Notwithstanding anything to the contrary in this Plan, the Stock Option Plan Committee, in its sole discretion, may set an Option Price for any grant of an Option under this Plan to a Non-Executive Officer at less than a Share’s FMV on the Grant Date.

6.4 Term of Options.

(a) Vesting.

(i) General Rule. Options granted under this Section 6 shall vest at such times and be subject to such restrictions and conditions as the respective Committee shall in each instance approve, which need not be the same for each grant or for each Participant. Notwithstanding the preceding sentence, the Fair Market Value of Shares to which ISOs are exercisable for the first time by any Participant during any calendar year may not exceed $100,000. Any ISOs that become exercisable in excess of such amount shall be deemed NQSOs to the extent of such excess. Notwithstanding anything to the contrary, all Options must vest 100% within 10 years from the Grant Date.

(ii) Default Vesting. If the Award does not specify the time or times at which ~~options~~an Option shall ~~be granted,~~vest, the option periods, the vesting schedule and the number of shares to be subject to each option and/or bonus, and such other terms and provisions of the option agreements (which need not be identical). In making such determinations, the Committee may take into account the nature of the services rendered by the respective employee, his or her present and potential contribution to the Company’s success, and such other factors as the Committee in its discretionOption shall ~~deem relevant.~~

~~4.5~~~~Overall Limitation~~vest ratably over four years commencing on the ~~Number of Shares Granted/Awarded Annually~~ ~~- No one employee can receive options grants and/or bonus awards exceeding five hundred- thousand (500,000) shares (adjusted as set forth in~~ ~~Article IX~~~~) from the Plan in a single calendar year.~~

~~4.6~~~~Other Powers~~ - The express grant of any specific power to the Committee, or the taking of any action of the Committee, shall not be construed as limiting any power or authority of the Committee. Subject to and consistent with the provisions of the Plan, the Committee shall have full power and authority, in its sole discretion, to

Ÿ		~~correct any defect or supply any omission or reconcile any inconsistency,~~

Ÿ		~~construe and interpret the Plan, the rules and regulations relating to it, or any other instrument entered into or relating to an award under the Plan,~~

Ÿ		~~make any determinations, provide any procedures or rules, enter into any agreements necessary to comply with any applicable tax laws, rules and regulations,~~

Ÿ		~~make all other determinations, including factual determinations, necessary or advisable for the administration of the Plan.~~

~~4.7 Tax Withholding~~ – Distribution of Stock under the Plan may be subject to income tax withholding, and the Company is obligated to collect the tax applicable to such income. The Committee may, in its discretion, satisfy that tax obligation by withholding from the shares to be delivered in connection with the award a number of shares having a value equal to the minimum statutory federal income tax withholding, plus state, if applicable, and payroll taxes. The value of each share to be withheld will be the fair market value of the Stock at the time of the award.

~~ARTICLE V. GRANT OF OPTION AND/OR BONUS~~

~~5.1~~~~Option Price~~ - The option price for any shares subject to an option grant under this Plan shall be the fair market value of the Stock on the date of granting the option. For the purposes of this Plan, fair market value shall be the closing price of the Stock on the date of granting the option as reported by the ~~Wall Street Journal~~.

~~5.2~~~~Bonus Price~~ - Any stock bonus awarded under this Plan shall be acquired by the employee without any monetary consideration subject to the terms and conditions of the Plan. Bonus shares may be awarded in tandem with options grants or alone within the discretion of the Committee.

~~5.3~~~~Evidence of Option/Bonus~~ - Options granted and/or bonuses awarded shall be evidenced by agreements, warrants, and/or other instruments in such form as the Committee shall deem advisable and shall contain such terms, provisions and conditions not inconsistent herewith as may be determined by the Committee.

~~ARTICLE VI. STOCK ACQUISITION: VESTING AND EXERCISE OF OPTION/BONUS~~

~~6.1~~~~Initial Waiting Period~~ ~~- No option or bonus shall be acquired until at least one (1) year after the date of grant or award, unless one of the events set forth in~~ ~~Section 6.4~~ ~~occurs.~~

~~E-2~~

~~6.2~~~~Vesting Schedules~~ - After the initial waiting period, an employee may exercise his option and/or receive distribution of bonus shares to the extent that shares covered by the option and/or bonus become vested. All options and bonuses must vest one hundred percent (100%) within seven (7) years from the date of grant/award. The vesting schedules are as follows:

a.~~Typical Schedule:~~ In the absence of any schedule to the contrary, the typical vesting schedule shall vest to the maximum extent of 25% of the total number of shares covered thereby during each of the succeeding four (4) years, each commencing with thefirst anniversary of the ~~grant~~Grant Date. The percentages vested and exercisable are cumulative with respect to any Option.

(iii) Acceleration of Vesting.

(A) Automatic Vesting. Notwithstanding subparagraphs (i) and (ii) immediately above, all Options shall immediately vest and become immediately exercisable upon a Participant’s death, Disability, Retirement, or ~~award.~~

b.~~Other Schedules:~~ ~~Notwithstanding~~ ~~Section 6.2a~~~~, the shares covered by an option and/or bonus shall vest in amounts and at times the Committee, in its sole discretion, shall determine.~~Involuntary Termination.

(B) Discretionary Vesting. The respective Committee shall ~~also~~ specifically have the power to change the vesting schedule of any previously granted ~~options or bonuses~~Options to a schedule which is more favorable to the ~~option holder;~~Participant; provided, however, ~~that~~ no such ~~options and/or bonuses~~Options shall vest in amounts greater than, or at times prior to, the amounts and times such ~~options and/or bonuses~~Options would have vested if such ~~options and/or bonuses~~Options were within the scope of Section ~~6.2a~~6.4(a)(ii).

(b) Expiration.

(i) General Rule. Options granted under this Section 6 shall expire and terminate at such time as the respective Committee shall determine when the

IV-10

respective Committee approves the grant, which need not be the same for each grant or for each Participant, and shall be set forth in ~~Section 6.2~~ ~~shall be cumulative. That is, an employee may exercise in any given year those unexpired shares he could have exercised in a previous year but did not.~~

~~6.4~~~~Accelerated Vesting~~ ~~- Notwithstanding~~ the ~~foregoing, all options and bonus shares shall immediately vest and become immediately exercisable for a period of time set forth in~~ ~~Section 7.1~~ ~~after one of~~applicable Award Agreement.

(ii) Default Expiration. If the ~~following events:~~

~~a. Death; or~~

~~b. Total disablement; or~~

~~c. Retirement, if all of the following conditions are met at~~Award Agreement does not specify the time ~~of termination of employment:~~

~~(1) The employee has reached age 59½; and~~

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

~~(3) The Committee, in its sole discretion, approves the accelerated vesting to any extent it desires.~~

~~6.5~~~~Expiration~~ ~~- No option may be exercised after six (6) years from the date the option becomes one hundred percent (100%) vested.~~

~~6.6~~~~Form of Exercise~~ -

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

~~b. Bonus Shares.~~ ~~Bonus shares shall be distributed on the vesting dates according to the vesting schedule.~~

~~6.7~~~~Rights as a Shareholder~~ ~~- An employee shall have no rights as a stockholder with respect to shares covered by an option/bonus until the day of issuance of a stock certificate and until after such shares are fully paid for.~~

~~ARTICLE VII. TERMINATION OF OPTION~~

~~7.1~~ ~~Every option/bonus granted/awarded~~every Option granted to each ~~employee~~Participant under this Plan shall terminate and expire at the earliest of:

~~a. the date of expiration set when such option/bonus was granted/awarded; or~~

~~b. six (6) years~~

(A) One (1) year after one of the events set forth in Section ~~6.4~~6.4(a)(iii)(A); or

~~E-3~~

~~c. immediately~~

(B) Immediately upon termination of employment ~~with~~or service of the ~~Company or any of its subsidiaries~~Participant for any reason except if his/her employment is terminated by reason of one of the events set forth in Section ~~6.4~~6.4(a)(iii)(A).

Notwithstanding the foregoing, no Option shall be exercisable later than the day before the 10^th anniversary of the Grant Date. Any Option which has not been exercised by these times shall immediately expire and become null and void.

(i) General Rule for All Options Other Than Discounted Options. Options, other than Discounted Options granted to U.S. Employees, granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the respective Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

(ii) Payment for All Options Other Than Discounted Options. Options, other than Discounted Options granted to U.S. Employees, granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the respective Committee, or by complying with any alternative procedures which may be authorized by the respective Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable, in full, to the Company, under any of the following methods as determined by the respective Committee, in its discretion:

(A) In cash or its equivalent;

(B) By tendering (either by actual delivery or attestation) to the Company previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price;

(D) By a combination of (A), (B) and/or (C); or

(E) Any other method approved or accepted by the respective Committee in its sole discretion.

Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option. Unless otherwise determined by the respective Committee, all payments under all of the methods indicated above shall be paid in United States dollars.

(iii) Special Rule for Discounted Options. Notwithstanding any other provision of this Plan, Discounted Options granted to U.S. Employees under this Article 6 shall

IV-11

be automatically exercised by the Company on behalf of the Participant on the date when all or a portion of such Discounted Option vests, by using Shares underlying the Discounted Option to pay for the Option Price and applicable withholding taxes, and the Participant, following such vesting event, shall receive the net shares with respect to such Discounted Option.

(d) Option Transferability.

(i) General Rule. Any ~~options~~Option granted ~~or bonus shares awarded~~ under the Plan ~~are~~is not transferable and can ~~only~~ be exercised only by ~~or distributed to~~ the ~~employee~~Participant during his/her life subject to ~~Section 8.2~~ ~~of this Article.~~

~~8.2~~subparagraph (ii) immediately below.

(ii) Death - or Disability. In the event of a Participant’s death or Disability while employed by the Company or a Subsidiary, his/her Option, to the extent he/she could have exercised it on the date of his/her death, ~~of an employee while having unexpired outstanding options or bonus shares,~~may be exercised by the personal representative of the estate of the ~~employee may exercise the option or take distribution of the bonus shares~~Participant within one ~~(1)~~ year after the date of his/her death in accordance with the terms established by the respective Committee at the time the ~~option/bonus~~Option was ~~granted/awarded,~~granted, but ~~(as set forth in~~ ~~Article VII~~) not later than the expiration date set forth in Section 6.4(b).

6.5Restrictions on Share Transferability. The respective Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares.

Article 7. Restricted Stock

7.1 Grant of Restricted Stock. Subject to the terms and provisions of this Plan, the respective Committee, at any time and from time to time, may grant Restricted Stock to Participants in such amounts as the respective Committee shall determine.

7.2 Restricted Stock Award Agreement. Each Restricted Stock Award shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the respective Committee shall determine.

7.3 Other Restrictions.

(a) General Rules. The respective Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to this Plan as it may deem advisable including, without limitation:

(i) A requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock (which price shall not be less than par value of such Share);

(ii) Restrictions based upon the achievement of specific performance goals;

(iii) Time-based restrictions on vesting following the attainment of the performance goals;

(iv) Time-based restrictions;

(v) Restrictions under Applicable Laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded; and/or

(vi) Holding requirements or sale restrictions placed on the Shares upon vesting of such Restricted Stock.

To the extent deemed appropriate by the respective Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

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(b) Default Vesting. If the Award does not specify the time or times at which an Award of Restricted Stock ~~Dividends~~ -shall vest, the Restricted Stock shall vest on ratably over four years commencing on the first anniversary of the Grant Date.

(i) Automatic Vesting. Notwithstanding paragraphs (a) and (b) immediately above, all Restricted Stock Awards shall immediately vest upon the Participant’s death, Disability, Retirement, or Involuntary Termination.

(ii) Discretionary Vesting. The respective Committee shall specifically have the power to change the vesting schedule of any previously granted Restricted Stock to a schedule which is more favorable to the Participant;provided, however, no such Restricted Stock shall vest in amounts greater than, or at times prior to, the amounts and times such Restricted Stock would have vested if such Restricted Stock were within the scope of Section 7.3(b).

(d) Expiration. Restricted Stock granted under this Section 7 shall expire and terminate immediately upon termination of employment of the Participant with the Company or any Subsidiary for any reason except if his/her employment is terminated by reason of one of the events set forth in Section 7.3(c)(i).

7.4 Share Transferability. Except as otherwise provided in this Article 7, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations).

7.5 Voting Rights. Unless otherwise determined by the respective Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction.

Article 8. Performance Shares

8.1 Grant of Performance Shares. Subject to the terms and provisions of this Plan, the respective Committee, at any time and from time to time, may grant Performance Shares to Participants in such amounts and upon such terms as the respective Committee shall determine.

8.2 Performance Shares Award Agreement. Each Performance Share grant shall be evidenced by an Award Agreement that shall specify the number of Shares subject to the Award, the applicable Performance Period, the Performance Measure, and such other terms and provisions as the respective Committee shall determine.

8.3 Earning of Performance Shares. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Shares shall be entitled to receive the number of Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

8.4 Other Restrictions. The respective Committee shall impose such other conditions and/or restrictions on any Performance Shares granted pursuant to this Plan as it may deem advisable including, without limitation: a requirement that time-based restrictions on vesting follow the attainment of the performance goals; restrictions under Applicable Laws or under the requirements of any stock exchange or market upon which such shares are listed or traded; or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Performance Shares. There are no default vesting provisions; a Participant must meet the performance goals in order to earn the Performance Shares under Section 8.3.

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8.5 Vesting Overrides.

(a) General Rule. Except as set forth in paragraph (b) immediately below, unvested Performance Shares shall be cancelled immediately upon the Participant’s termination of employment with the Company or a Subsidiary.

(b) Accelerated Vesting. Notwithstanding any provision in this Plan to the contrary, the respective Committee, in its sole discretion, may fully or partially vest a Participant in his/her Performance Shares if such Participant terminates employment during the last six (6) months of a Performance Period by reason of death, Disability, Retirement, or Involuntary Termination; provided, however, if the respective Committee does fully or partially vest such Participant inhis/her Performance Shares in such situation, such determination to fully or partially vest shall not be made until the end of the Performance Period and the lapse of any such restrictions on such Performance Shares shall occur at the same time such restrictions lapse for all other Participants holding Performance Shares relating to the same Performance Period.

8.6 Performance Measures.

(a) General Rule. The performance goals, upon which the payment or vesting of a Performance Share to a Covered Employee that is intended to qualify as Performance-Based Compensation, shall be selected by the respective Committee in its complete and sole discretion but shall be limited to one or more of the following Performance Measures:

(i) Net earnings or net income (before or after taxes);

(ii) Earnings per share;

(iii) Net sales or revenue growth;

(iv) Net operating profit;

(v) Return measures (including, but not limited to, return on assets, return on net assets, capital, invested capital, equity, sales, or revenue);

(vi) Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);

(vii) EBIT or earnings before or after taxes, interest, depreciation, and/or amortization;

(viii) Gross or operating margins;

(ix) Productivity ratios;

(x) Share price (including, but not limited to, growth measures and total stockholder return);

(xi) Expense targets;

(xii) Margins;

(xiii) Operating efficiency;

(xiv) Market share;

(xv) Total stockholder return;

(xvi) Customer satisfaction;

(xvii) Working capital targets; and

(xviii) Economic value added or EVA^® (net operating profit after tax minus the sum of capital multiplied by the cost of capital).

Any Performance Measure may be used to measure the performance of the Company, a Subsidiary or a business unit, in whole or in part, as the respective Committee may deem appropriate, or any of the above Performance Measures may be compared to the performance of a group of comparator companies, or published or special index that the respective

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Committee deems appropriate, or the respective Committee may select Performance Measure (x) above as compared to various stock market indices. The respective Committee also has the authority to provide for accelerated vesting of any Performance Share award based on the accelerated achievement of performance goals pursuant to the Performance Measures specified in this Section 8.6.

(b) Evaluation of Performance. The respective Committee may provide that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period:

(i) Asset write-downs;

(ii) Litigation or claim judgments or settlements;

(iii) The effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results;

(iv) Any reorganization and restructuring programs;

(v) Extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year;

(vi) Acquisitions or divestitures; and

(vii) Foreign exchange gains and losses.

To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

(c) Adjustment of Performance-Based Compensation. Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward. The respective Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis or any combination as necessary to reach an equitable result. For Awards that are not intended to qualify as Performance-Based Compensation, the respective Committee shall retain the discretion to adjust such Awards upward or downward, either on a formula or discretionary basis or any combination.

(d) Committee Discretion. In the event that ~~a dividend~~applicable tax and/or securities laws change to permit the respective Committee’s discretion to alter the governing Performance Measures without obtaining stockholder approval of such changes, the respective Committee shall have sole discretion to make such changes without obtaining stockholder approval. In addition, in the event that the respective Committee determines that it is advisable to grant Performance Shares that shall not qualify as Performance-Based Compensation, the respective Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in paragraph 8.6 (a).

8.7 Compliance with Code Section 162(m). The Company intends that Performance Shares granted to Covered Employees shall satisfy the requirements of the Performance-Based Exception under Code Section 162(m), unless otherwise determined by the respective Committee when the Performance Shares are granted. Accordingly, the terms of this Plan, including the definition of Covered Employee and other terms used therein, shall be ~~declared~~interpreted in a manner consistent with Code Section 162(m). Notwithstanding the foregoing, because the respective Committee cannot determine with certainty whether a given employee will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Compensation Committee as likely to be a Covered Employee with respect to a fiscal year. If any provision of the Plan or any Award Agreement designated as intended to satisfy the Performance-Based Exception under Code Section 162(m) does not comply or is inconsistent with the requirements of Code Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be

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deemed to confer upon the ~~Stock~~respective Committee or any other person sole discretion to increase the amount of compensation otherwise payable in ~~shares~~connection with such Performance Shares upon attainment of the applicable performance objectives.

8.8 Transferability. Performance Shares are not transferable until all conditions and restrictions applicable to such Performance Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations). In the event of a Participant’s death or Disability while employed with the Company or a Subsidiary, the personal representative of the estate of the Participant may receive the distribution of vested Performance Shares in accordance with Section 8.5(b).

Article 9. Forfeiture of Awards

9.1 General. Notwithstanding anything else to the contrary contained herein, the respective Committee in granting any Award shall have the full power and authority to determine whether, to what extent and under what circumstances such Award shall be forfeited, cancelled or suspended. Unless an Award Agreement includes provisions expressly superseding the provisions of this Article 9, the provisions of this Article 9 shall apply to all Awards. Any such forfeiture shall be effected by the Company in such manner and to such degree as the respective Committee, in its sole discretion, determines, and will in all events (including as to the provisions of this Article 9) be subject to the Applicable Laws. In order to effect a forfeiture under this Article 9, the respective Committee may require that the Participant sell Shares received upon exercise or settlement of an Award to the Company or to such other person as the Company may designate at such price and on such other terms and conditions as the respective Committee in its sole discretion may require.

9.2 Forfeiture Events. Unless otherwise specified by the respective Committee, in addition to any vesting or other forfeiture conditions that may apply to an Award and Shares issued pursuant to an Award, each Award granted under the Plan will be subject to the following forfeiture conditions:

(a) Restrictive Covenants. In consideration of Company granting Awards under this Plan, Participants must agree in their Award Agreements that:

(i) Non-compete. During employment with Company and for one year after separation from service thereof, Participant will not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without prior written consent of the Company, engage in any activity with, or provide services to, any person or entity engaged in, or about to engage in, any business activity that is competitive with the business then engaged in by the Company, in any geographic area in which the Company’s business is then conducted. Participant may make or hold any investment in securities of a competitive business traded on a national securities exchange or traded in the over-the-counter market, provided the investment does not exceed 5% of the issued and outstanding stock of the competitive business. The term “competitor business” means a person or entity who or which is engaged in a material line of business conducted by the Company in any geographic area in which the ~~number~~Company’s business is conducted (for purposes of ~~shares~~this Plan, “a material line of ~~stock then subject~~business conducted by the Company” means an activity generating gross revenues to the Company of more than US$15 million in the immediately preceding fiscal year of the Company);

(ii) Non-Solicitation. During employment with the Company and for two years after separation from service, Participant will not, directly or indirectly:

(A) Hire, solicit or make an offer to any ~~such option~~Employee of the Company to be employed or ~~bonus and~~perform services outside of the ~~number~~Company;

(B) Solicit for competitive business purposes (as defined in subparagraph (i) immediately above) any customer of ~~shares reserved for issuance pursuant~~the Company; or

(C) Solicit, induce or attempt to induce any customer of the ~~Plan, but, not yet covered by an option~~Company to cease doing business in whole or ~~bonus, shall be adjusted by adding to each such share~~in part with or through the ~~number~~Company.

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(iii) Forfeiture Upon Violation of ~~shares which would be distributable thereon (or~~Restrictive Covenants. If Participant breaches any ~~equivalent value~~provision of ~~Stock~~subparagraphs (i) or (ii) immediately above as determined by the Company, Participant shall forfeit, upon written notice to such effect from the Company:

(A) All right, title and interest to any Award (whether vested or unvested);

(B) Any Share issued upon vesting and/or exercise of any Award then owned by Participant; and

(C) Any and all profits realized by Participant pursuant to any sales or transfer of any Shares underlying the Awards within the 24 month period prior to the date of such breach.

The term “profit” is defined as either:

(I) The difference between the Option Price and the Fair Market Value of the Share on the exercise date, with respect to Options; or

(II) The Fair Market Value of the Share on the vesting date, with respect to Restricted Stock or Performance Shares.

Additionally, the Company shall have the right to issue a stock transfer order and other appropriate instructions to its transfer agent with respect to the Shares underlying the Award, and the Company further shall be entitled to reimbursement from the Participant of any fees and expenses (including attorneys’ fees) incurred by or on behalf of the Company in enforcing its rights hereunder.

(b) Termination for Cause. All outstanding Awards and Shares issued pursuant to an Award held by a Participant will be forfeited in their entirety (including as to any portion of an Award or Shares subject thereto that are vested or as to which any forfeiture restrictions in favor of the Company or its designee have previously lapsed) if the Participant’s employment or service is terminated by the Company for Cause;provided, however, that if a Participant has sold Shares issued upon exercise or settlement of an Award within 24 months prior to the date on which the Participant would otherwise have been required to forfeit such Shares under this paragraph (b) as a result of termination of the Participant’s employment or service for Cause, then the Company will be entitled to recover any and all profits (as defined above in paragraph (a)) realized by the Participant in connection with such sale; andprovided further, that in the event the respective Committee determines that it is necessary to establish whether grounds exist for termination for Cause, the Award will be suspended during any period required to conduct such determination, meaning that the vesting, exercisability and/or lapse of restrictions otherwise applicable to the Award will be tolled and if grounds for such termination are determined to exist, the forfeiture specified by this paragraph (b) will apply as of the date of suspension, and if no such grounds are determined to exist, the Award will be reinstated on its original terms.

(c) Accounting Restatement. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, and if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the 24 month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.

Article 10. Director Awards

The Board shall determine all Awards to Directors in accordance with Section 5.2(c). The terms and conditions of any grant to any such Director shall be set forth in an Award Agreement and shall be otherwise subject to the Plan.

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Article 11. Dividend Equivalents

Any Participant may be granted dividend equivalents based on the dividends declared on Shares that are subject to any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests or expires, as determined by the respective Committee. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the respective Committee.

Notwithstanding the foregoing, if the grant of an Award to a Covered Employee is designed to comply with the requirements of the Performance-Based Exception, the Compensation Committee may apply any restrictions it deems appropriate to the payment of dividends declared with respect to such Award, such that the dividends and/or the Award maintain eligibility for the Performance-Based Exception. With respect to Restricted Stock, in the event that any dividend constitutes a derivative security or an equity security pursuant to the rules under Section 16 of the Exchange Act, such dividend shall be subject to a vesting period equal to the remaining vesting period of the Shares of Restricted Stock with respect to which the dividend is paid.

Article 12. Beneficiary Designation

Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of his/her death or Disability before he/she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s employment. In the absence of any such beneficiary designation, benefits remaining unpaid or rights remaining unexercised at the Participant’s death or Disability shall be paid to or exercised by the Participant’s spouse, executor, administrator, or legal representative, as determined by the respective Committee, in its sole ~~discretion) if such share had been outstanding~~discretion.

Article 13. Rights of Participants

13.1 Employment. Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or a Subsidiary, to terminate any Participant’s employment at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his/her employment for any specified period of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or a Subsidiary and, accordingly, subject to Articles 3 and 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board or the respective Committee without giving rise to any liability on the ~~date fixed for determining~~part of the ~~stockholders entitled~~Company and its Subsidiaries.

13.2 Participation. No individual shall have the right to be selected to receive an Award under this Plan. In addition, the receipt of any Award shall not create a right to receive a future Award.

13.3 Rights as a Stockholder. Except as otherwise provided herein, a Participant shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the registered holder of such ~~stock dividend.~~Shares.

Article 14. Change in Control

14.1 Change in Control of the Company. Upon the occurrence of a Change in Control while the Participant is employed or in service with the Company and/or any Subsidiary, unless otherwise specifically prohibited under Applicable Laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, or unless the respective Committee shall determine otherwise in the Award Agreement:

(a) Options. Any and all Options shall become immediately vested and exercisable.

(b) Restricted Stock. Any Period of Restriction for Restricted Stock shall end, and such Restricted Stock shall become fully vested.

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(c) Performance Shares. The target payout opportunities attainable under all outstanding Awards which are subject to achievement of any of the Performance Measures specified in Article 8 or any other performance conditions or restrictions that the respective Committee has made the Award contingent upon, shall be deemed to have been earned as of the effective date of the Change in Control, and the vesting of all such Performance Shares shall be accelerated as of the effective date of the Change in Control, and there shall be paid out to Participants a pro rata number of fully paid Shares based upon an assumed achievement of all relevant targeted performance goals and upon the length of time within the Performance Period, if any, that has elapsed prior to the Change in Control. The respective Committee has the authority to pay all or any portion of the value of the Shares in cash.

(d) Adjustments. Subject to Article 15, the respective Committee shall have the authority to make any modifications to the Awards deemed appropriate before the effective date of the Change in Control.

14.2 Treatment of Awards. In the event ~~that~~of a Change in Control where the Company ceases to have publicly traded equity securities, after the consummation of the Change in Control, if no replacement awards are issued in lieu of outstanding ~~shares of Stock~~Awards under the Plan, then the Plan and all outstanding Awards granted hereunder shall terminate, and the Company (or successor) shall pay Participants an amount for their outstanding Awards determined using theChange-in-Control price. Participants with outstanding Options shall be ~~changed into~~given an opportunity to exercise all their Options in connection with the consummation of the Change in Control and receive payment for any acquired Shares using theChange-in-Control price.

Article 15. Amendment, Modification, Suspension, and Termination

15.1 Amendment, Modification, Suspension, and Termination. Subject to Section 15.3:

(a) The Board may, at any time and from time to time, alter, amend, modify, suspend, or ~~exchanged for~~terminate this Plan; and

(b) The Board, Compensation Committee or Stock Option Plan Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate any Award Agreement in whole or in part;

provided, however, that, without the prior approval of the Company’s stockholders and except as provided in Section 4.5, Options issued under this Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a ~~different number~~previously granted Option, and no material amendment of this Plan shall be made without stockholder approval if stockholder approval is required by Applicable Laws.

15.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or ~~kind~~Nonrecurring Events. The respective Committee may make adjustments in the terms and conditions of, ~~shares~~and the criteria included in, Awards in recognition of ~~stock~~unusual or ~~other securities~~nonrecurring events (including, without limitation, the events described in Section 4.5 hereof) affecting the Company or the financial statements of the Company or of ~~another corporation, whether~~changes in Applicable Laws, regulations, or accounting principles, whenever the respective Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the respective Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.

15.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other than Section 15.4), no termination, amendment, suspension, or modification of this Plan or an Award shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award.

15.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Board or Compensation Committee may amend the Plan or an Award, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award to any present or future law relating to plans of this or similar nature (including, but not limited

IV-19

to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, each Participant agrees to any amendment made pursuant to this Section 15.4 to any Award granted under the Plan without further consideration or action.

Article 16. Withholding

16.1 General. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the amount necessary to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.

16.2 Stock Settled Awards. Each Participant shall make such arrangements as the respective Committee may require, within a reasonable time prior to the date on which any portion of an Award settled in Shares is scheduled to vest, for the payment of all withholding tax obligations through ~~reorganization, recapitalization, stock split up,~~either:

(a) Giving instructions to a broker for the sale on the open market of a sufficient number of Shares to pay the withholding tax in a manner that satisfies all Applicable Laws;

(b) Depositing with the Company an amount of funds equal to the estimated withholding tax liability; or

(c) Such other method as the respective Committee in its discretion may approve, including a combination of ~~shares, merger~~paragraphs (a) and (b) immediately above.

If a Participant fails to make such arrangements, or ~~consolidation,~~if by reason of any action or inaction of the Participant the Company fails to receive a sufficient amount to satisfy the withholding tax obligation, then, ~~there~~anything else contained in this Plan or any Award to the contrary notwithstanding, the Shares that would otherwise have vested on such date shall be ~~substituted for each share of Stock~~ subject to forfeiture, as determined by the respective Committee, regardless of the Participant’s status as an Employee or Director; provided, that the respective Committee, in its sole discretion, may permit a Participant to cure any ~~such option~~failure to provide funds to meeting the withholding tax obligation (including any penalties or ~~bonus and for each share~~interest thereon), if the respective Committee determines that the failure was due to factors beyond the Participant’s control.

Article 17. Successors

All obligations of ~~Stock reserved for issuance pursuant~~the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the ~~Plan, but, not yet covered~~Company, whether the existence of such successor is the result of a direct or indirect purchase, amalgamation, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

Article 18. General Provisions

18.1 Right of Offset. The Company or a Subsidiary, to the extent permitted by ~~an option,~~Applicable Law, may deduct from and set off against any amounts the ~~number and kind of shares of stock~~Company or a Subsidiary may owe to the Participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe benefits, or other ~~securities into~~compensation owed to the Participant, such amounts as may be owed by the Participant to the Company or a Subsidiary although the Participant shall remain liable for any part of the Participant’s payment obligation not satisfied through such deduction and setoff. By accepting any Award granted hereunder, the Participant agrees to any deduction or setoff under this Section 18.1.

18.2 Legend. Share certificates may include any legend which ~~each outstanding share~~the respective Committee deems appropriate to reflect any restrictions on transfer of ~~Stock~~such Shares.

18.3 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall ~~be so changed or for which each such share of Stock~~include the feminine, the plural shall ~~be exchanged.~~

~~9.3~~~~Other Changes~~ -include the singular, and the singular shall include the plural.

18.4 Severability. In the event ~~there~~any provision of this Plan shall be held illegal or invalid for any ~~change,~~reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

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18.5 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all Applicable Laws, and to such approvals by any governmental agencies or stock exchange as may be required.

18.6 Securities Law Compliance. With respect to Insiders, transactions under the Plan are intended to comply with all applicable conditions ofRule 16b-3 or its successor under the Exchange Act. To the extent any provision of the Plan or action by the respective Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the respective Committee.

18.7 Delivery of Title. The Company shall have no obligation to deliver evidence of title for Shares issued under this Plan prior to:

(a) Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

(b) Completion of any registration or other ~~than~~qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.

18.8 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as ~~specified above~~to which such requisite authority shall not have been obtained.

18.9 Investment Representations. The respective Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

18.10 Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to comply with the laws in other countries in which the Company and/or its Subsidiaries operate or have Employees or Directors, the respective Committee, in its sole discretion, shall have the power and authority to:

(a) Determine which Subsidiaries shall be covered by this Plan;

(b) Determine which Employees or Directors outside the United States are eligible to participate in this ~~Article,~~Plan;

(c) Modify the terms and conditions of any Award granted to Employees outside the United States to comply with applicable foreign laws;

(d) Establishsub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Anysub-plans and modifications to Plan terms and procedures established under this Section 18.10 by the respective Committee shall be attached to this Plan document as appendices; and

(e) Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the respective Committee may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law.

18.11 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by Applicable Laws.

18.12 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the ~~number~~ Company and/or its Subsidiaries may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company and/or its Subsidiaries under this

IV-21

Plan, such right shall be no greater than the right of ~~outstanding shares of stock~~an unsecured general creditor of the Company or of any ~~stock or other securities into which such stock~~Subsidiary, as the case may be. All payments to be made hereunder shall ~~have been changed or for which it shall have been exchanged, then, if~~be paid from the Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in the number or kind of shares theretofore reserved for issuance pursuant to the Plan, but, not yet covered by an option or bonus andgeneral funds of the ~~shares then subject to an option/bonus~~Company or ~~options/bonuses, such adjustments~~any Subsidiary, as the case may be, and no special or separate fund shall be established and no segregation of assets shall be made ~~by the Committee and~~to assure payment of such amounts except as expressly set forth in this Plan.

18.13 No Fractional Shares. No fractional Shares shall be ~~effective and binding for all purposes of the Plan and of each stock agreement.~~

~~9.4~~~~Adjusted Option Price~~ ~~- In the case of any substitution~~issued or adjustment as provided for in this Article, the acquisition price in each stock option for each share covered thereby prior to such substitution or adjustment will be the option price for all shares of Stock or other securities which shall have been substituted for such share or to which such share shall have been adjusteddelivered pursuant to this ~~Article.~~

~~9.5~~ ~~Fractional Shares~~ ~~- No adjustment~~Plan or ~~substitutions provided for in this Article~~any Award. The respective Committee shall ~~require the Company to sell a fractional share, and the total substitution~~determine whether cash, Awards, or ~~adjustment with respect to each stock agreement~~other property shall be ~~limited accordingly.~~

~~ARTICLE X. SECURITIES REGULATION~~

~~10.1 Registered Stock~~ -issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

18.14 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.

18.15 Code Section 409A Application. The Company shall ~~not be obligated to sell or issue~~have no liability for any ~~shares under~~tax imposed on a Participant by Code Section 409A, and if any ~~option granted or stock bonus awarded hereunder unless and until~~tax is imposed on the ~~shares with respect to which~~Participant, the option is being exercised or the bonus being acquired are effectively registered or exempt from registration under the Securities Act of 1933 and from any other federal or state law governing the sale and issuance of such shares or any securities exchange regulation to whichParticipant shall have no recourse against the Company ~~might be subject.~~

~~10.2 Unregistered Stock~~ - In the event the shares are not effectively registered, but, can be issued by virtue of an exemption, the Company may issue option shares to an employee if the employee represents that he or she is acquiring such shares as an investment and not with a view to, or for ~~sale in connection with, the distribution~~payment of any such ~~shares. Certificates for shares~~tax.

18.16 Non-exclusivity of ~~Stock thus issued shall bear an appropriate legend reciting such representation.~~

~~E-4~~

~~ARTICLE XI. MISCELLANEOUS~~

~~11.1 No Contract~~this Plan. The adoption of ~~Employment~~ ~~- Any participation under the~~this Plan shall not be construed as ~~giving an employee a future right of employment with~~creating any limitations on the ~~Company. Employment remains at the will~~power of the ~~Company.~~

~~11.2 Governing Law~~ ~~- This Plan and all matters relating~~Board or respective Committee to ~~the~~adopt such other compensation arrangements as it may deem desirable for any Participant.

18.17 No Constraint on Corporate Action. Nothing in this Plan shall be ~~interpreted~~construed to:

(a) Limit, impair, or otherwise affect the Company’s or any Subsidiary’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to amalgamate, merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or

(b) Limit the right or power of the Company or any Subsidiary to take any action which such entity deems to be necessary or appropriate.

18.18 Governing Law. The Plan and ~~construed under~~each Award Agreement shall be governed by the laws of the State of ~~Illinois.~~

~~11.3~~~~Amendment~~Illinois, excluding any conflicts or choice of ~~Plan~~ ~~- The Board~~law rule or principle that might otherwise refer construction or interpretation of ~~Directors, at its discretion,~~this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Illinois, to resolve any and all issues that may ~~amend the~~arise out of or relate to this Plan ator any ~~time, subject~~related Award Agreement.

18.19 Indemnification. Subject to ~~stockholder approval if required by SEC rules or the listing~~ requirements of ~~any national securities exchanges~~Illinois law, each individual who is or ~~trading systems on which are listed any~~shall have been a member of the ~~Company’s equity securities.~~

~~11.4~~ ~~Termination of Plan~~ ~~- The~~ Board, ~~of Directors may, at its discretion, terminate~~or a respective Committee appointed by the ~~Plan at any time for any reason. Termination~~Board, or an officer of the ~~Plan~~Company shall ~~not affect unexpired outstanding options previously granted.~~

~~E-5~~

~~(Blank page)~~

~~APPENDIX F~~

~~EXCERPT FROM FORM 8-K FILED NOVEMBER 18, 2004~~

~~Item 4.01 Changes in Registrant’s Certifying Accountant.~~

~~On November 13, 2004, Deloitte & Touche LLP,~~be indemnified and held harmless by the ~~independent registered public accounting firm engaged to audit Molex’s consolidated financial statements, resigned effective as of such date.~~

The Audit Committee of Molex’s Board of Directors did not recommend, nor was it asked to approve, Deloitte’s resignation. As of the filing hereof on November 18, 2004, the Audit Committee had commenced the process of identifyingCompany against and ~~engaging a new independent registered public accounting firm, but has not engaged a new independent registered public accounting firm for Molex.~~

~~The reports of Deloitte on Molex’s consolidated financial statements for the years ended June 30, 2003 and 2004 did not contain an adverse opinion~~from any loss, cost, liability, or ~~a disclaimer of opinion and were not qualified~~expense that may be imposed upon or ~~modified as to uncertainty, audit scope~~reasonably incurred by him or accounting principles, except as described in the following sentence. The report of Deloitte on Molex’s consolidated financial statements for the year ended June 30, 2004 indicated that, as described in Note 3 to such consolidated financial statements, the consolidated statement of cash flows for the year ended June 30, 2003 had been restated.

There were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K during the fiscal years ended June 30, 2003 and 2004, or during the subsequent interim period through November 13, 2004, except as described in the following seven paragraphs.

As disclosed in Molex’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, included in the results for the three months ended September 30, 2004 is a charge of $8.0 million ($5.8 million after-tax or $0.03 per share), of which $3.0 million ($2.2 million after-tax) related to fiscal 2004. This adjustment related to the omission of certain intercompany inventory in the Company’s calculation of profit-in-inventory (PII) elimination. The Company has concluded that the amounts related to fiscal 2004 and prior years are not material, both individually and in the aggregate, to the trends of the financial statements for those periods affected, and to a fair presentation of the Company’s results of operations and financial statements. Accordingly, results for fiscal 2004 and prior years have not been restated. Also included in the results for the three months ended September 30, 2004 is a reversal of a prior year insurance accrual of $2.7 million ($2.0 million after-tax), which was no longer required, and a reduction in inventory allowance of $1.5 million ($1.1 million after-tax).

In mid-July, 2004, Molex’s Corporate Finance Group identified an issue with the “in-transit” intercompany inventory in the calculation of profit-in-inventory elimination. On July 21, 2004, Molex’s Vice President, Treasurer and Chief Financial Officer brought this matter to the attention of other members of senior management including Molex’s Vice Chairman and Chief Executive Officer. Molex management determined to further investigate including to determine how this situation occurred, an estimate of the amounts involved, and to review all inventory allowances to ensure that overall inventories were accounted for appropriately. Molex management concluded, based on the preliminary available estimates of the potential magnitude known at that time, that the amounts related to fiscal 2004 and prior years would not be material, either individually or in the aggregate, to the trends of the financial statements for those periods affected, and to a fair presentation of Molex’s results of operations and financial statements. Molex subsequently issued a press release announcing its results of operations for the fiscal fourth quarter and year ended June 30, 2004 on July 27, 2004. On September 10, 2004, a representation letter dated August 20, 2004 was signed by Molex’s Vice Chairman and Chief Executive Officer and its Vice President, Treasurer and Chief Financial Officer and delivered to Deloitteher in connection with ~~the audit~~or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of ~~Molex’s financial statements as of~~any action taken or failure to act under this Plan and ~~for the year ended June 30, 2004~~against and ~~the filing of Molex’s Annual Report on Form 10-K on September 10, 2004.~~

~~F-1~~

~~Molex’s fiscal first quarter ended on September 30, 2004. As part of the quarter-end close process, Molex reviewed the PII issue~~from any and ~~initially recorded only a portion of the estimated adjustment attributable to prior years, as the full analysis of~~ all inventory allowances was not complete. At a scheduled meeting on October 15, 2004, management discussed with Deloitte the nature, estimated amount and proposed accounting treatment of the PII omission as it related to prior years. During this meeting, management also discussed with Deloitte an issue which had been identified relating to the treatment of componentsamounts paid by him or her in Molex’s calculations of slow and excess inventory allowance as well as the status of the self-insurance reserve. At a meeting of the Audit Committee on October 19, 2004 to discuss the fiscal first quarter results attended by representatives of Molex and Deloitte, Molex’s Vice President, Treasurer and Chief Financial Officer and Deloitte discussedsettlement thereof, with the ~~Audit Committee~~Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the ~~omission with respect~~Company an opportunity, at its own expense, to ~~PII as well as other items including~~handle and defend the ~~reversal of a prior year insurance accrual~~same before he or she undertakes to handle and the status of the Company’s analysis of other inventory allowances. Molex and Deloitte agreed as to the estimated amount of the adjustment with respect to PII, but disagreed regarding Molex’s proposed accounting treatment. Deloitte informed Molex that the entire estimated PII impact should be recorded in the fiscal quarter ended September 30, 2004. The Audit Committee asked management and Deloitte to work jointly to determine the appropriate accounting treatment, and after further discussions, the entire estimated PII impact was recorded in the fiscal first quarter ended September 30, 2004. Molex issued a press release announcing its results of operations for the fiscal first quarterdefend it on October 20, 2004. At a meeting of the Audit Committee on October 21, 2004, the resolution of the PII adjustment was discussed as well as the adjustment recorded by Molex for the reduction in inventory allowance. The Audit Committee Chairman provided reports of the October 19 and 21 meetings of the Audit Committee to the full Board of Directors on October 22, 2004.

On October 21, 2004, in response to a question from Deloitte, Molex’s Vice President, Treasurer and Chief Financial Officer confirmed that she was aware of the potential for a PII adjustment prior to delivery of the representation letter on September 10, 2004. On October 27, 2004, Deloitte for the first time expressed to the Audit Committee that the omission with respect to PII described above should have been disclosed in the representation letter dated August 20, 2004 signed by Molex’s Vice Chairman and Chief Executive Officer and Vice President, Treasurer and Chief Financial Officer and delivered to Deloitte on September 10, 2004. Molex’s Vice Chairman and Chief Executive Officer and Vice President, Treasurer and Chief Financial Officer did not believe that the matter was required to be addressed in that letter. Deloitte also suggested that the Audit Committee inquire as to the circumstances surrounding this matter.

The Audit Committee, with the assistance of independent legal and accounting advisors, conducted an inquiry into the omission and related matters. The Audit Committee concluded that it concurs with management’s recommendations as to the accounting treatment forhis/her own behalf, unless such ~~omission and no additional adjustments were identified as~~loss, cost, liability, or expense is a result of ~~this inquiry.~~his/her own willful misconduct or except as expressly provided by statute. The ~~Audit Committee also concluded that no one deliberately withheld information regarding the PII issue from Deloitte with the intent~~foregoing right of ~~affecting Molex’s financial statements. The Audit Committee presented the findings~~indemnification shall not be exclusive of ~~the inquiry~~any other rights of indemnification to Deloitte. Deloitte requested additional information relating to this matter, including factual discrepancies regarding written materials and recollections of relevant parties. The Audit Committee made further inquiries and provided Deloitte with additional information in response to its requests.

Molex filed a Form 12b-25 with the Commission on November 10, 2004 that extended the filing deadline of the Form 10-Q for the fiscal quarter ended September 30, 2004 until November 15, 2004. The Molex Board of Directors on November 10 named Robert Mahoney, an Executive Vice President and former Chief Financial Officer of Molex, as the Acting Chief Financial Officer, and reassigned the prior Vice President, Treasurer and Chief Financial Officer to the position of Vice President and Treasurer. The Board’s action was in response to Deloitte having advised Molex that, because of its view that this matter should have been disclosed in the representation letter dated August 20, 2004 delivered to Deloitte on September 10, 2004, Deloitte would require representations and certifications from a new principal accounting and financial officer in connection with Molex’s future filings with the Securities and Exchange Commission containing financial statements, including the Form 10-Q for the fiscal quarter ended September 30, 2004. Deloitte further advised Molex that it was considering whether it would require representations and certifications from a new principal executive officer in connection with Molex’s future SEC filings.

~~F-2~~

After further discussions among Molex, Deloitte and the Audit Committee, Deloitte advised Molex on November 13, 2004 that Deloitte was unwilling to continue to rely on the representations of Molex’s Vice Chairman and Chief Executive Officer and Vice President, Treasurer and (former) Chief Financial Officer who had signed the representation letter dated August 20, 2004. Deloitte further advised Molex that Deloitte was willing to complete its review of Molex’s unaudited financial statements for the fiscal quarter ended September 30, 2004 towhich such individuals may be included in Molex’s Form 10-Q for that fiscal quarter, but subject to a new condition. This newly-imposed condition was that Molex’s Vice Chairman and Chief Executive Officer and Vice President, Treasurer and (former) Chief Financial Officer no longer serve as officers of Molex or in management roles where they have any significant responsibilities for the maintenance of Molex’s books and records, preparation of Molex’s financial statements, or are an integral part ofentitled under the Company’s underlying system of internal accounting controls. Molex’s Audit Committee and Board of Directors each unanimously rejected this condition imposed by Deloitte. Following the communication of Molex’s position, representatives of Deloitte advised Molex on November 13, 2004 that Deloitte was resigningcharter documents, as ~~Molex’s independent auditors effective immediately.~~

In connection with the audits of Molex’s consolidated financial statements for the years ended June 30, 2003 and 2004, and during the subsequent interim period through November 13, 2004, there were no disagreements between Molex and Deloitte on anya matter of ~~accounting principles~~law, or ~~practices, financial statement disclosure,~~otherwise, or auditing scope or procedure, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference thereto in its report, except as described above and in this paragraph with respect to Deloitte’s disagreement with the accounting treatment of the PII adjustment initially proposed by Molex management. Deloitte informed Molexany power that the ~~entire estimated PII impact should be recorded in the fiscal quarter ended September 30, 2004. The issue was discussed with the Audit Committee. The Audit Committee asked management and Deloitte~~Company may have to work jointly to determine the appropriate accounting treatment, and after further discussions, the entire estimated PII impact was recorded in the fiscal first quarter ended September 30, 2004 as reflected in the earnings press release issued on October 20, 2004 and in the Form 10-Q filed with the Commission on November 15, 2004.indemnify them or hold them harmless.

IV-22

~~Molex has authorized Deloitte to respond fully to the inquiries of any potential successor accountant concerning the subject matter of the foregoing.~~

Molex has requested that Deloitte furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. Molex will amend this Form 8-K and attach a copy of such letter as an exhibit promptly after Deloitte furnishes the letter to Molex.

~~Filed by the registrant [~~X] ~~Filed by a party other than the registrant [ ]~~ o

~~Check the appropriate box:~~

[		]	Preliminary Proxy Statement
[o		]	Confidential, for Use of the Commission Only (as permitted by Rule ~~14a-6 (e)~~ 14a-6(e)(2))
[þ	X	]	Definitive Proxy Statement
[o		]	Definitive Additional Materials
[o		]	Soliciting Material Pursuant to ~~Section 240.14a-12~~§240.14a-12

þ
~~MOLEX INCORPORATED~~
~~(Name of registrant as Specified in Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

~~Payment of filing fee (Check the appropriate box):~~
[	X	]	No fee required.
[o		]	Fee computed on table below per Exchange Act Rules 14a-6(i)~~(4)~~(1) and 0-11.

~~TABLE OF CONTENTS~~
~~INFORMATION ABOUT THE MEETING~~Information Concerning Voting and Solicitation	1
~~SOLICITATION AND REVOCATION OF PROXIES~~		1
~~VOTING RIGHTS AND PROCEDURES~~		23
~~INFORMATION ABOUT THE DIFFERENT CLASSES OF MOLEX STOCK~~General Information	3
~~DESCRIPTION OF THE THREE DIFFERENT CLASSES OF STOCK~~	3
~~SHARES OUTSTANDING ON THE RECORD DATE~~	3
~~INFORMATION ABOUT WHO OWNS MOLEX’S STOCK~~Who Can Vote	4
~~SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS~~		4
~~STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS~~		6
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~3		7
~~INFORMATION ABOUT CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS~~Proxy Card and Revocation of Proxy	8
~~ORGANIZATION AND ELECTION OF THE BOARD OF DIRECTORS~~		8
~~BOARD INDEPENDENCE~~		8
~~MEETINGS AND DIRECTOR ATTENDANCE~~3		9
~~PROCESS FOR NOMINATING BOARD CANDIDATES~~		9
~~RESTRICTIONS AND OTHER CONDITIONS FOR CONTINUING BOARD SERVICE~~		10
~~SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS~~		10
~~COMMITTEES OF THE BOARD OF DIRECTORS~~		11
~~DIRECTORS’ COMPENSATION~~		12
~~CODE OF ETHICS AND CONDUCT~~		12
~~PROPOSAL NO. 1:~~ Molex Stock	~~ELECTION OF DIRECTORS~~	13	4
~~PROPOSAL NO. 2:~~Counting of Votes	~~ADOPTION OF THE AMENDED AND RESTATED 1998 MOLEX STOCK OPTION AND RESTRICTED STOCK PLAN~~	16	4
~~PROPOSAL NO. 3:~~Solicitation of Proxies	~~ADOPTION OF THE MOLEX EMPLOYEE STOCK AWARD PLAN~~	21	5
~~PROPOSAL NO. 4:~~Item 1 - Election of Directors	~~ADOPTION OF THE 2005 MOLEX EMPLOYEE STOCK PURCHASE PLAN~~	23	5
~~PROPOSAL NO. 5:~~Corporate Governance	~~ADOPTION OF THE 2005 MOLEX INCENTIVE STOCK OPTION PLAN~~	26	8
~~PROPOSAL NO. 6:~~Board Independence	~~ADOPTION OF THE AMENDED AND RESTATED 2000 MOLEX LONG-TERM STOCK PLAN~~	31	8
~~PROPOSAL NO. 7:~~Board and Committee Information	~~RATIFICATION OF THE INDEPENDENT AUDITORS~~	36
~~MOLEX’S INDEPENDENT AUDITORS~~		36
~~REPORT OF THE AUDIT COMMITTEE~~8		36
~~AUDITOR TRANSITION~~		38
~~INDEPENDENT AUDITOR’S FEES~~		38
~~INFORMATION ABOUT COMPENSATION AND EXECUTIVE OFFICER TRANSACTIONS~~Corporate Governance Principles	41
~~SUMMARY COMPENSATION TABLE~~		41
~~AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2005 AND YEAR-END OPTION VALUES~~		42

~~100,942,944~~		~~shares of Common Stock~~
~~87,494,778~~		~~shares of Class A Common Stock~~	~~94,255~~		~~shares of Class B Common Stock~~

		~~Number of Shares (a)~~
~~Name and Addressof~~ ~~Beneficial Owner~~	~~Nature of Ownership~~	~~Common Stock~~	~~Class B~~ ~~Common Stock~~		~~Class A~~ ~~Common Stock~~	~~Phantom~~ ~~Stock Units (b)~~

~~F. A. Krehbiel (c)~~ ~~2222 Wellington Ct.~~ ~~Lisle, IL 60532~~	~~Direct~~ ~~Partnership/Trustee (d)~~ ~~Options (e)~~ ~~Indirect (f)~~ ~~Percent of Class~~	~~2,811,717~~ ~~21,453,690~~ ~~- -~~ ~~3,581,931~~ ~~27.7%~~		~~41,949.5~~ ~~- -~~ ~~- -~~ ~~5,103~~ ~~49.9%~~	~~1,598~~ ~~4,956~~ ~~55,003~~ ~~117,010~~ *	~~- -~~
	~~Percent of All Voting Securities~~		~~27.7%~~

~~J. H. Krehbiel, Jr. (c)~~ ~~2222 Wellington Ct.~~ ~~Lisle, IL 60532~~	~~Direct~~ ~~Partnership/Trustee (d)~~ ~~Options (e)~~ ~~Indirect (f)~~ ~~Percent of Class~~	~~10,231,907~~ ~~21,453,690~~ ~~- -~~ ~~703,981~~ ~~32.2%~~		~~41,949.5~~ ~~- -~~ ~~- -~~ ~~850~~ ~~45.4%~~	~~6,009,940~~ ~~4,956~~ ~~55,003~~ ~~382,739~~ ~~7.4%~~	~~- -~~
	~~Percent of All Voting Securities~~		~~32.8%~~

~~F. L. Krehbiel (c)~~ ~~2222 Wellington Ct.~~ ~~Lisle, IL 60532~~	~~Direct~~ ~~Options (e)~~ ~~Percent of Class~~	~~957,236~~ ~~- -~~ ~~1.0%~~		~~1,701~~ ~~- -~~ ~~1.8%~~	~~601,184~~ ~~6,501~~ *	~~- -~~
	~~Percent of All Voting Securities~~		~~1.0%~~

~~Krehbiel Limited~~ ~~Partnership (c)(d)~~	~~Direct~~ ~~Percent of Class~~	~~21,407,343~~ ~~21.3%~~		~~- -~~	~~- -~~	~~- -~~
~~2222 Wellington Ct.~~ ~~Lisle, IL 60532~~	~~Percent of All Voting Securities~~		~~21.3%~~

~~J. J. King~~	~~Direct~~ ~~Indirect (f)~~ ~~Options (e)~~ ~~Percent of Class~~	~~231,627~~ ~~733~~ ~~125,000~~ *		~~- -~~ ~~- -~~ ~~- -~~	~~59,905~~ ~~5,208~~ ~~711,040~~ *	~~- -~~

~~M. P. Slark~~	~~Direct~~ ~~Indirect (f)~~ ~~Options (e)~~ ~~Percent of Class~~	~~184,547~~ ~~643~~ ~~292,502~~ *		~~- -~~ ~~- -~~ ~~- -~~	~~38,539~~ ~~9,641~~ ~~368,542~~ *	~~- -~~

~~G. Tokuyama~~	~~Direct~~ ~~Indirect (f)~~ ~~Options (e)~~ ~~Percent of Class~~	~~12,500~~ 72 ~~- -~~ *		~~- -~~ ~~- -~~ ~~- -~~	~~40,030~~ 88 ~~245,000~~ *	~~- -~~

~~W. W. Fichtner~~	~~Direct~~ ~~Indirect (f)~~ ~~Options (e)~~ ~~Percent of Class~~	~~2,699~~ ~~- -~~ ~~- -~~ *		~~- -~~ ~~- -~~ ~~- -~~	~~10,537~~ 15 ~~311,915~~ *	~~- -~~

~~R. B. Mahoney~~	~~Direct~~ ~~Indirect (f)~~ ~~Options (e)~~ ~~Percent of Class~~	~~15,988~~ ~~- -~~ ~~- -~~ *		~~- -~~ ~~- -~~ ~~- -~~	~~50,353~~ 14 ~~300,972~~ *	~~- -~~

~~Robert J. Potter~~	~~Direct~~ ~~Options (e)~~ ~~Percent of Class~~	~~13,314~~ ~~- -~~ *		~~- -~~ ~~- -~~	~~- -~~ ~~10,118~~ *	~~44,421~~

~~Edgar D. Jannotta (g)~~	~~Direct~~ ~~Retirement Account~~ ~~Options (e)~~ ~~Percent of Class~~	~~101,391~~ ~~- -~~ ~~- -~~ *		~~- -~~ ~~- -~~ ~~- -~~	~~46,720~~ ~~19,071~~ ~~10,118~~ *	~~41,360~~


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


	2)

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


	3)

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


	4)

	(4)		Proposed maximum aggregate value of transaction:


	5)

	(5)		Total fee paid:


[		]

o	Fee paid previously with preliminary materials.

[o	]	Check box if any part of the fee is offset as provided by Exchange Act Rule ~~0-11 (a)~~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)	1)	Amount Previously Paid:




	2)(2)		Form, Schedule or Registration Statement No.:


	3)

	(3)		Filing Party:


	4)

	(4)		Date Filed:

1.	To elect four Class III members of the board of directors for a term of three years and one Class I member of the board of directors for a term of one year.
2.	To adopt the Amended and Restated 1998 Molex Stock Option and Restricted Stock Plan.
3.	To adopt the 2005 Molex Employee Stock Award Plan.	4.	To adopt the 2005 Molex Employee Stock Purchase Plan.	5.	To adopt the 2005 Molex Incentive Stock Option Plan.	6.	To adopt the Amended and Restated 2000 Molex Long-Term Stock Plan.	7.	To ratify the appointment of Ernst & Young LLP as the independent auditors of the Company for the fiscal year ending June 30, 2006.	8.	To transact such other business as may properly come before the meeting, or any adjournments or postponements thereof.

~~OPTION GRANTS IN FISCAL YEAR 2005~~9		43
~~EQUITY COMPENSATION PLAN INFORMATION~~		44
~~CERTAIN TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS~~		45
~~REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION~~		47
~~STOCKHOLDER RETURN PERFORMANCE PRESENTATION~~Compensation of Directors	51		10
~~OTHER INFORMATION~~Director Compensation Table	52		11
~~APPENDICES~~Security Ownership of Directors and Executive Officers			12
~~APPENDIX A - AMENDED AND RESTATED 1998 MOLEX STOCK OPTION AND RESTRICTED STOCK PLAN~~ Stock Ownership Guidelines for Directors and Executive Officers	~~A-1~~		13
~~APPENDIX B - 2005 MOLEX STOCK AWARD PLAN~~ Section 16(a) Beneficial Ownership Reporting Compliance	~~B-1~~		13
~~APPENDIX C - 2005 MOLEX INCORPORATED EMPLOYEE STOCK PURCHASE PLAN~~ Security Ownership of More than 5% Stockholders	~~C-1~~		13
~~APPENDIX D~~ Item 2 - ~~2005 MOLEX INCENTIVE STOCK OPTION PLAN~~Approval of the Molex Incorporated Annual Incentive Plan	~~D-1~~		14
~~APPENDIX E~~ Item 3 - ~~AMENDED AND RESTATED 2000 MOLEX-LONG-TERM STOCK PLAN~~Approval of the 2008 Molex Stock Incentive Plan	~~E-1~~		16
~~APPENDIX F~~ Item 4 - ~~EXCERPTS FROM FORMS 8-K AND 8-K/A FILED 11/18/04 AND 12/01/04~~Ratification of Selection of Independent Auditors	~~F-1~~		21
Audit Matters			21
Audit Committee Report			21
Independent Auditors’ Fees			22
Policy on Audit Committee Pre-Approval of Services			22
Compensation Discussion & Analysis			23
Report of the Compensation Committee			27
Executive Compensation			27
Summary Compensation Table			27
Grants of Plan-Based Awards Table			30
Outstanding Equity Awards at Fiscal Year-End Table			31
Option Exercises and Stock Vested Table			32
Nonqualified Deferred Compensation			32
Potential Payments Upon Termination orChange-in-Control			32
Certain Relationships and Related Transactions			33
Equity Compensation Plan Information			34
Other Matters			34

*	~~Denotes less than 1% of the outstanding shares.~~
~~(a)~~	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.
~~(b)~~	These are the phantom stock units credited to outside directors pursuant to the Molex Incorporated Deferred Compensation Plan described in greater detail on page 11. The units cannot be converted into shares of any class of Molex stock, but are settled based on the number of units multiplied by the fair market value of the Common Stock on the date of distribution. Of the units reported for Mr. Potter and Mr. Jannotta, 9,426 units and 5,198 units, respectively, track the value of the Class A Common Stock.
~~(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 39,740,462 shares of Common Stock (39.5% of the number outstanding); 91,553 shares of Class B Common Stock (97.1% of the number outstanding); and 39,832,015 shares of all the voting securities (39.6% of the number outstanding). In addition, the Krehbiel Family beneficially owns 7,233,934 shares of Class A Common Stock (including stock options exercisable within 60 days) representing 8.3% of the outstanding shares of this class of stock.

~~(d)~~	~~J. H. Krehbiel, Jr., F. A. Krehbiel and the J. H. Krehbiel Trust (the~~ ~~“Trust”~~~~) are each general partners and limited partners of the Krehbiel Limited Partnership (the~~ ~~“Partnership”~~) and share the power to vote and dispose of the 21,407,343 shares of Common Stock 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. J. H. Krehbiel, Jr. and F. A. Krehbiel are co-trustees of the Trust in which they each share an equal beneficial interest. As trustees of the Trust, they share the power to vote and dispose of the 46,347 shares of Common Stock and the 4,956 shares of Class A Common Stock. For purposes of computing the percent of a class or the percent of all voting securities owned by each of the individual members of the Krehbiel Family, the shares of the Partnership and the Trust have been included.
~~(e)~~	Shares of Common Stock and Class A Common Stock subject to stock options that 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.
~~(f)~~	Certain shares have been reported as “Indirect”, which are included in the table above. These shares are owned by members of a household or family, either individually or jointly with the named person, or held in the capacity of trustee or custodian for the benefit of others. 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)~~	William Blair & Company LLC has served as an investment banking advisor to Molex and has been a market maker for the Common Stock and Class A 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.
~~(h)~~	~~As reported in a Schedule 13G filed with the SEC on February 14, 2005, 15,037,995 shares represent the total number of shares of Class A Common Stock of which GE Asset Management Incorporated (~~~~“GEAM”~~~~) may be deemed the beneficial owner. The total number of shares includes 3,66,537 shares beneficially owned by General Electric Pension Trust (~~~~“GEPT”~~~~) over which GEAM shares voting control and the power of disposition and 161,100 shares beneficially owned by GE Frankona Rückversicherungs AG (~~~~“GEFR”~~) over which GEAM shares voting control and the power of disposition. The total number of shares also includes 11,210,358 shares beneficially owned by certain entities and accounts to which GEAM acts as an investment advisor and over which it has sole voting control and power of disposition. Each of GEAM, GEPT and GEFR disclaims that it is a member of a “group”, and General Electric Company disclaims beneficial ownership of these shares.
~~(i)~~	~~As reported in a Schedule 13G filed with the SEC on February 14, 2005, 5,392,074 shares represent the total number of shares of Common Stock beneficially owned by Barclays Global Investors, NA (~~~~“BGI”~~~~), Barclays Global Fund Advisors (~~~~“BGFA”~~~~), Barclays Global Investors, Ltd. (~~~~“BGIL”~~~~), Barclays Global Investors Japan Trust and Banking Company Limited, Barclays Life Assurance Company, Ltd. (~~~~“BLAC”~~), Barclays Bank PLC, Barclays Capital Securities Limited, Barclays Capital Inc, Barclays Capital Limited, Barclays Private Bank & Trust (Isle of Man) Limited, Barclays Private Bank & Trust (Jersey) Limited, Barclays Bank Trust Company Limited, Barclays Bank (Suisse) SA, Barclays Private Bank Limited, Bronco (Barclays Cayman) Limited, Palimino Limited, and HYMF Limited. These entities have the sole power to vote with respect to 4,740,439 shares and sole power to dispose of 5,392,074 shares. The total number of shares beneficially owned by BGI is 4,372,707 shares over which BGI exercises sole voting control with respect to 3,774,148 shares and the sole power of disposition with respect to 4,372,707 shares. The total number of shares beneficially owned by BGFA is 669,086 over which BGFA exercises sole voting control with respect to 623,601 shares and the sole power of disposition with respect to 669,086 shares. The total number of shares beneficially owned by BGIL is 338,331 over which BGIL exercises sole voting control with respect to 330,740 shares and the sole power of disposition with respect to 338,331 shares. The total number of shares beneficially owned by BLAC is 11,950 over which BLAC exercises sole voting control and the power of disposition with respect to 11,950 shares.
~~(j)~~	~~As reported in a Schedule 13G filed on February 15, 2005, 10,700,141 shares represent the total number of Shares of Class A Common Stock over which AMVESCAP PLC (~~~~“AMVESCAP”~~) has sole voting power and sole dispositive power, includes 10,562, 419 shares held by AIM Funds Management, Inc., 108,000 shares held by INVESCO Asset Management Ireland Limited and 29,722 shares held by Stein Roe Investment Counsel, Inc. AMESCAP disclaims beneficial ownership of such shares.
~~(k)~~	~~As reported in a Schedule 13G filed on February 14, 2005, 6,195,298 shares represents the total number of shares of Common Stock of which FMR Corp. (~~~~“FMR”~~) may be deemed the beneficial owner. The total number of shares includes 5,577,880 shares beneficially owned by Fidelity Management & Research Company as a result of its acting as investment adviser to various investment companies, 367,318 shares beneficially owned by Fidelity Management Trust Company as a result of its serving as investment manager of institutional accounts and 250,100 shares beneficially owned by Fidelity International Limited a result of its providing investment advisory and management services to a number of non-U.S. investment companies.


	•	The number of shares that remains available for grant under the Existing Plans on the date of the annual meeting, and

	•	Shares that would have again become available for issuance pursuant to the terms of awards previously granted under the Existing Plans and outstanding on the date of the annual meeting if those awards expire, terminate or are otherwise forfeited before being exercised or settled in full.


	•	The purchase or other acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any comparable successor provisions, or beneficial ownership (within the meaning ofRule 13d-4 promulgated under the Exchange Act) of more than fifty percent (50%) of either the outstanding shares of common stock of Molex or the combined voting power of Molex’s then outstanding voting securities entitled to vote generally;

	•	The approval by Molex’s stockholders of a reorganization, merger or consolidation, in each case, with respect to which persons who were Molex stockholders immediately prior to such reorganization, merger or consolidation, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding securities;

	•	A liquidation or dissolution of Molex; or

	•	The sale of all or substantially all of Molex’s assets (i.e., greater than 40% of the total gross fair market value of all of the assets of Molex immediately prior to such sale or disposition) within a12-month period ending on the date of the most recent sale or disposition.

Ÿ		~~Extend the duration of the L-T Plan 37 months from September 30, 2007 to October 31, 2010.~~
Ÿ		~~Increase the number of shares reserved for the L-T Plan by 6 million shares of Class A Common Stock from 6 million shares to a new amount of 12 million shares of Class A Common Stock.~~
Ÿ		~~Specifically provide for share withholding to satisfy any tax obligations.~~
Ÿ		~~Clarify the terms of the bonus share awards.~~

~~(Cover)~~


	–	Quorum

Ÿ		~~The eligible employees that will be granted/awarded options/shares under the L-T Plan.~~

Ÿ		~~The vesting schedule.~~

Ÿ		~~The expiration date.~~

Ÿ		~~The number of shares.~~

Ÿ		~~A nonqualified stock option (~~~~“NQSO”~~~~) that is granted at 100% of the fair market value of the Stock on the date of grant.~~

Ÿ		~~A stock bonus that is awarded at no direct monetary cost to the participant.~~

			Fiscal Year 2005							Fiscal Year 2004
			Ernst & Young				Deloitte & Touche			Deloitte & Touche
Audit Fees
Fiscal Years 2003-04 Financial Statements				$	3,250,000
Fiscal Year 2005 Financial Statements				$	2,586,969
Fiscal Year 2005 Internal Controls				$	1,100,000

		Total		$	6,836,969	^(a)		$	238,500		$	1,122,350
Audit-Related Fees				$	0			$	18,250		$	153,850
Tax Fees				$	17,806			$	103,636		$	1,371,180
All Other Fees				$	0			$	0		$	110,000

	TOTAL FEES			$	6,854,775	^(a)		$	360,386		$	2,757,380

Name	Fiscal Year	Financial Planning, Personal Tax Advice and Income Tax Return Preparation	Personal Use of Company Car or Company Car Allowance	Net Overseas Assignment Expenses Including Relocation, Overseas Living Plus/Minus Tax Equalization	Personal Life Insurance Premiums
F. A. Krehbiel.............	2003	$30,775	**	**	$12,470
M. P. Slark..................	2005	$22,050	$16,099	**	**
R. B. Mahoney............	2005 2004		$87,121 $19,865	$31,948 $79,271
W. W. Fichtner...........	2005	**	$30,855	**	$17,580
J. J. King.....................	2005	**	$18,535	**	**

		No. of Shares		At June 30, 2005
		Acquired Upon	Value	Number of Unexercised Options		Value of Unexercised In-the-Money Options (b)
Name	Stock Class	Exercise	Realized (a)	Exercisable	Unexercisable	Exercisable	Unexercisable
F. A. Krehbiel....................	Common	0	―	0	0	―	―
	Class A	0	―	50,004	69,996	$ 31,003	$ 30,993
M. P. Slark........................	Common	36,293	$ 533,384	101,330	226,563	$ 530,960	$ 1,266,563
	Class A	0	―	236,159	408,633	$ 179,000	$ 179,000
R. B. Mahoney...................	Common	0	―	0	99,414	―	$ 285,617
	Class A	0	―	197,929	305,293	$ 71,600	$ 143,200
G. Tokuyama.....................	Common	0	―	0	0	―	―
	Class A	0	―	180,000	140,000	$ 179,000	$ 179,000
W. W. Fichtner..................	Common	0	―	0	40,000	―	$ 122,100
	Class A	0	―	134,566	179,349	$ 87,202	$ 87,198
J. J. King..........................	Common	101,293	$1,212,582	125,000	226,563	$ 654,989	$ 1,266,563
	Class A	0	―	468,178	707,862	$ 358,000	$ 358,000

	Individual Grants
	Options Granted (No. Shares of	Percentage of Total Options Granted to Employees in	Exercise Price	Expiration	Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (d)
Name	Class A Stock)	Fiscal 2005 (c)	($/Share)	Date	5%	10%
F. A. Krehbiel.................	38,474 (b)	1.7015%	$24.76	07/29/09	$ 263,190	$ 581,582
	1,526 (b)	0.0675%	$27.24	07/29/09	$ 6,661	$ 19,289
M. P. Slark....................	175,000 (a)	7.7393%	$24.76	07/29/09	$ 1,197,128	$ 2,645,340
R. B. Mahoney...............	125,000 (a)	5.5280%	$24.76	07/29/09	$ 855,091	$ 1,889,528
G. Tokuyama.................	0	―	―	―	―	―
W. W. Fichtner..............	49,505 (a)	2.1893%	$24.76	07/29/09	$ 338,650	$ 748,329
	58,876 (a)	2.6038%	$24.27	06/02/10	$ 381,374	$ 842,736
J. J. King.......................	300,000 (a)	13.2673%	$24.76	07/29/09	$ 2,052,219	$ 4,534,868

Plan Category	a		b		c
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	Common	Class A	Common	Class A	Common	Class A
Equity Compensation Plans Approved By Security Holders
The 1991 Molex Incorporated Incentive Stock Option Plan Approved: 10/25/1991 Expired: 6/30/2000	1,248,166	Only Common Stock may be issued	$21.8253	Only Common Stock may be issued	0	Only Common Stock may be issued
The 2000 Molex Incorporated Executive Stock Bonus Plan Approved: 10/20/2000 Expired: 6/30/2005	Only Class A Stock may be issued.	0	Only Class A Stock may be issued	$0.00	Only Class A Stock may be issued	0
The 2000 Molex Incorporated Incentive Stock Option Plan Approved: 10/20/2000 Expired: 6/30/2005	Only Class A Stock may be issued.	345,890	Only Class A Stock may be issued.	$26.7313	Only Class A Stock may be issued.	0
The 2000 Molex Incorporated Long-Term Stock Plan Approved: 10/20/2000 Amended: 10/24/2003 Expires: 9/30/2007	Only Class A Stock may be issued.	4,832,085	Only Class A Stock may be issued.	$23.0685	Only Class A Stock may be issued.	781,984
Equity Compensation Plans Not Approved By Security Holders *
The 1990 Molex Incorporated Stock Option Plan Approved: 2/01/1990 Expired: 6/30/1999	487,669	Only Common Stock may be issued	$11.0741	Only Common Stock may be issued.	0	Only Common Stock may be issued
The 1998 Molex Incorporated Stock Option Plan Approved: 10/23/1998 Expires: 6/30/2009	Only Class A Stock may be issued.	4,073,781	Only Class A Stock may be issued.	$11.3597	Only Class A Stock may be issued.	6,397,592
Total	1,735,835	9,251,756	$18.8048	$18.0497	0	7,179,576

Percent of Budgeted PBT Achieved	Maximum Bonus as a Percent of Base Salary for Achieving		Total^*
Percent of Budgeted PBT Achieved	PBT Goal	Individual Goals	Total^*
115% or more	96%	24%	120%
Between 100%-115%	Pro rata percentage between 48% and 96% (Each 0.1% of PBT above the Target translates into an additional 0.32% of salary above 48%)	Pro rata percentage between 12% and 24% (Each 0.1% of PBT above the Target translates into an additional 0.08% of salary above 12%)
Target = 100%	48%	12%	60%
Between 95%-100%	Pro rata percentage between 24% and 48% (Each 0.1% of PBT below the Target translates into a reduction of 0.48% of salary below 48%)	Pro rata percentage between 6% and 12% (Each 0.1% of PBT below the Target translates into a reduction of 0.12% of salary below 12%)
95%	24%	6%	30%
Less than 95%	0%	0%	0%

	2000	2001	2002	2003	2004	2005
Molex Common Stock (MOLX)	100.00	76.10	70.08	56.69	67.54	55.13
Molex Class A Common (MOLXA)	100.00	85.49	78.93	66.53	79.18	68.57
S & P 500 Index (b)	100.00	85.17	69.85	70.03	83.41	88.68
Peer Group Index (c)	100.00	57.29	38.96	35.46	51.51	43.17

Located just North of the “High Tech” East/West Tollway (I-88) Corridor near the Intersection of Naperville and Warrenville Roads
~~From the North:~~ è
~~• Take I-355 or I-294 to I-88 West~~
~~• Take I-88 West to Naperville Road exit~~
~~From the South:~~
~~• Take I-55 North to I-355 OR I-57 to I-294 to I-88 West~~
~~• Take I-88 West to Naperville Road exit~~
~~From the West:~~
~~• Take I-88 East to Naperville Road exit~~
~~From the East:~~
~~• Take the Eisenhower Expressway (I-290) West to I-88 West~~
~~• Take I-88 West to Naperville Road exit~~
~~Once at the Naperville Road Exit:~~
~~• Exit Naperville Road to the left (North)~~
~~• Proceed one block to Warrenville Road (stop light)~~
~~• Turn right (East)~~
~~• Hotel is ½ block on the left hand (North) side of Warrenville Road~~0000 0000 0000

~~(Direction)~~
ý
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	MLXIN1	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY