2005 MOLEX SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EXHIBIT 10.5

2005 MOLEX SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated, Generally Effective as of January 1, 2008)

2005 Molex Supplemental Executive Retirement Plan

2005 MOLEX SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Generally Effective as of January 1, 2008)

      WHEREAS , Molex Incorporated, a Delaware corporation (the “Company”), established the 2005 Molex Supplemental Executive Retirement Plan effective as of January 1, 2005 (the “Plan”);

      WHEREAS , the Plan, prior to January 1, 2008, provided for both (1) employee voluntary deferrals of salary and bonus, and (2) employer contributions for purposes of restoring benefits lost by certain employees under the Molex Incorporated Profit Sharing and Retirement Plan (the “Profit Sharing Plan”) as a result of limitations imposed under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”);

      WHEREAS , the Company has determined that for ease in administration, it is in the Company’s best interest to spin-off, effective January 1, 2008, the portion of the Plan which provides for employee voluntary deferrals of salary and bonus to a separate plan which will be called the “Molex Executive Deferred Compensation Plan” and retain in this Plan solely the portion of the Plan that represents an excess benefit pertaining to the Profit Sharing Plan;

      WHEREAS , the Company also maintains the Molex Incorporated Supplemental Executive Retirement Plan, as amended (the “Old SERP”);

      WHEREAS , the terms and conditions of the Plan and the Old SERP relatively mirror each other and operationally are intended to be administered in the same manner;

      WHEREAS , the Company, based on the advice of counsel, has determined that amending the Old SERP for Code Section 409A will not adversely impact the participants in the Old SERP; and

      WHEREAS , to simplify administration of its excess benefit plans, the Company has determined that it is in its best interest to merge the Old SERP into the Plan and create a single, combined excess benefit plan.

      NOW, THEREFORE, in compliance with the foregoing, the Company amends and restates effective as of January 1, 2008, except where otherwise specifically provided, this Plan, to provide as follows:

ARTICLE 1. ESTABLISHMENT AND PURPOSES

      1.1 Establishment . Although originally adopted on January 1, 2005, the Plan is hereby amended and restated effective January 1, 2008. The Plan is a nonqualified retirement plan for key employees as described herein and is intended to comply with the provisions of Code Section 409A and any regulations issued thereunder.

      1.2 Purposes . The purposes of the Plan are as follows:

      (a) Restoration of Qualified Benefits . To restore the intended operation of the Profit Sharing Plan for a select group of management or highly compensated employees of an Employer by replacing benefits lost thereunder due to certain statutory restrictions.

      (b) Unfunded Plan . To be an unfunded plan maintained primarily to provide benefits for a select group of management or highly compensated employees within the meaning of §§201, 301, and 401 of ERISA, and therefore is further intended to be exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA.

      (c) Merger of the Old SERP and the Plan . To merge the Old SERP into this Plan effective as of January 1, 2008 for purposes of creating a single, integrated, combined excess benefit plan for administration purposes.

ARTICLE 2. DEFINITIONS

     Whenever used herein, the following terms shall have the respective meanings set forth below and, when intended, such terms shall be capitalized:

      2.1 “ Account ” means the bookkeeping ledger established for each Participant for the purpose of tracking:

      (a) Supplemental Company Contributions; and

      (b) the prior account balance, if any, valued as of December 31, 2007 and merged into this Account from the Old SERP on January 1, 2008,

all adjusted periodically to reflect plus (or minus) any gains (or losses) accruing as a result of Investment Elections.

      2.2 “ Affiliate ” means any corporation, organization, or entity which is under common control with the Company or which is otherwise required to be aggregated with the Company pursuant to paragraphs (b), (c), (m), or (o) of Code §414.

      2.3 “ Beneficiary ” means the person, trust, or other entity designated by the Participant to receive benefits that may become payable hereunder upon his or her death pursuant to Section 5.4 of the Plan.

      2.4 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and rulings issued thereunder. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces that section or subsection.

      2.5 “ Committee ” means the Special Subcommittee of the Executive Committee of the Company’s Board of Directors.

      2.6 “ Company ” means Molex Incorporated, a Delaware corporation.

      2.7 “ Disability ” means the Participant is:

      (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months; or

      (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period

of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan of an Employer that then covers the Participant.

      2.8 “ Distribution Date ” means the earlier to occur of:

      (a) in the case of Separation from Service other than for death or Disability, the date specified in Section 5.2.

      (b) in the case of Disability, the date specified in Section 5.3 ;

      (c) in the case of death, the date specified in Section 5.4.

      2.9 “ Election Form(s) ” means the form(s) that the Participant must complete and return to the Company in order to elect the form of distribution with respect to the Participant’s Account under the Plan to be paid upon his/her relevant Distribution Date.

      2.10 “ Employer ” means the Company, and any corporation, organization or entity that is an Affiliate and either adopts the Plan pursuant to Section 12.1 or continues the Plan as a successor under Section 13.3.

      2.11 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor thereto.

      2.12 “ Forfeiture ” means the unvested portion (in accordance with Section 4.2) of a Participant’s Account as of a participant’s Distribution Date.

      2.13 “ Initial Eligibility Date ” means, pursuant to Regulation Section 1.409A-2(a)(7)(iii), the first day of an eligible employee’s taxable year immediately following the first year the Company accrues a benefit ( i.e. , credits a Supplemental Company Contribution to his/her Account) for him/her under the Plan.

      2.14 “ Investment Elections ” shall have the same meaning as described in Section 8.1.

      2.15 “ Old SERP ” means the Molex Incorporated Supplemental Executive Retirement Plan (As Amended and Restated Effective as of January 1, 2007).

      2.16 “ Participant ” means an employee of an Employer who has been approved for eligibility by the Committee as provided in Article 3.

      2.17 “ Plan ” means the 2005 Molex Supplemental Executive Retirement Plan, as amended.

      2.18 “ Plan Year ” means the consecutive 12-month period beginning each January 1 and ending December 31.

      2.19 “ Profit Sharing Plan ” means the Molex Incorporated Profit Sharing and Retirement Plan, as amended, or any successor plan thereto.

      2.20 “ Separation from Service ” means the Participant’s termination of employment with the Employer for any reason, including retirement, death, or Disability, or as otherwise provided

by the Department of Treasury or the Internal Revenue Service in regulations or other guidance promulgated under Code §409A.

      2.21 “ Supplemental Company Contributions ” means, the excess, if any, of:

      (a) the benefit the Participant otherwise would have been entitled to have credited to a separate account for his/her benefit under the Profit Sharing Plan for a given Plan Year if such benefit was calculated without regard to the following:

      (b) the actual benefit which the Participant is entitled to have credited to a separate account for his/her benefit for such given Plan Year under the Profit Sharing Plan; PLUS

      (c) any other discretionary amounts, if any, contributed by an Employer to the Participant’s Account.

      2.22 “T rust Agreement ” or “ Trust ” means the trust agreement and the trust established by the Company for the Plan.

      2.23 “ Trustee ” means the Trustee named in the Trust Agreement and any duly appointed successor thereto.

      2.24 “ Unforeseeable Emergency ” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary or a dependent (as defined in Code Section 152, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Any distributions made on account of an Unforeseeable Emergency shall be made pursuant to Section 5.7.

      2.25 “ Vested Benefit ” means the amount equal to the vested portion (in accordance with Section 4.2) of a Participant’s Account at any time. All Vested Benefits shall be determined by valuing the Participant’s Account as of the close of the business day immediately prior to the Distribution Date.

ARTICLE 3. ELIGIBILITY AND PARTICIPATION

      3.1 Eligibility To be eligible to participate in the Plan for a given Plan Year, an employee must be among a select group of management or highly compensated employees of an Employer, and selected for participation by the Committee, such that the Plan qualifies for the “top hat” exemption from most of the substantive requirements of Title I of ERISA, as described in

Section 1.2(b). Accordingly, the Committee may terminate the participation of any or all Participants in order to achieve and maintain this intended result; provided, however , such termination from participation shall not become effective until the first day of the next succeeding Plan Year. The Committee shall have the sole discretion to determine eligibility pursuant to the Plan. Notwithstanding the foregoing, an employee who was a participant in the Old SERP on December 31, 2007, shall immediately become a Participant in this Plan as of January 1, 2008 when his/her prior account balance under the Old SERP is credited to his/her Account under this Plan as of January 1, 2008.

      3.2 Notice of Eligibility . The Company shall notify eligible employees of their eligibility to participate in the Plan. An eligible employee shall be treated as initially eligible to participate in the Plan at his/her Initial Eligibility Date. Such eligible employee must file an Election Form related to payment of his/her Account within thirty (30) days of his/her Initial Eligibility Date. In the event such eligible employee does not file his/her Election Form related to payment of his/her Account within thirty (30) days of his/her Initial Eligibility Date, then such eligible employee’s initial Election Form shall be deemed to have elected the default form of distribution under Section 5.5(a) which is a lump-sum distribution.

      3.3 Right to Participation or Employment . No employee shall have the right to be selected to participate in this Plan or, having been so selected, to be selected to participate in any future Plan Year. Further, nothing in the Plan shall interfere with or limit in any way the right of an Employer to terminate any Participant’s employment at any time, nor confer upon any Participant a right to continue in the employ of an Employer.

      3.4 Effect of Subsequent Ineligibility . In the event a Participant ceases to be eligible for continued participation in the Plan for any reason, such individual shall become an inactive Participant, retaining all the rights relating to previous Supplemental Company Contributions as described under the Plan, until such time that such individual again is determined by the Committee to be an active Participant or until Separation from Service.

ARTICLE 4. COMPANY CONTRIBUTIONS

      4.1 Annual Company Contributions . For each Plan Year, the Company shall make a contribution, equal to the Supplemental Company Contribution for such Plan Year, to the Account of each Participant, if applicable.

      4.2 Vesting . A Participant shall have a vested non-forfeitable interest in his or her Account in accordance with the following:

           (a)  General Rule . A Participant shall have a vested and non-forfeitable interest in that portion of his/her Account in accordance with the
     following schedule.

      (b) Accelerated Vesting . Notwithstanding paragraph (a) immediately above, a Participant shall be fully vested and have a non-forfeitable interest in his/her entire Account if:

      (c) Transferred Employee . An Employee who is transferred to or from a nonparticipating Affiliate shall be credited with service, for purposes of vesting, for all of his employment with the Employer and any nonparticipating Affiliate, before and after such transfer.

ARTICLE 5. DISTRIBUTION OF BENEFITS

      5.1 Time of Distribution . Unless specifically otherwise provided in this Article 5, distribution of a Participant’s Supplemental Company Contribution with respect to a given Plan Year shall commence no later than ninety (90) days following a Participant’s Distribution Date. Notwithstanding any other provision of the Plan to the contrary, in no event shall the distribution of any Supplemental Company Contribution with respect to a given Plan Year be accelerated to a time earlier than which it would otherwise have been paid, whether by amendment of the Plan, exercise of the Committee’s discretion, or otherwise, except as permitted by the Treasury Regulations issued or other governmental guidance provided pursuant to Code §409A.

      5.2 Benefits Upon Separation From Service . A Participant who has Separated from Service with an Employer other than on account of death or Disability shall receive payment of the balance in his or her Supplemental Company Contribution with respect to a given