Molex Executive Deferred Compensation Plan

EXHIBIT 10.5

Molex Executive Deferred Compensation Plan

(Effective as of January 1, 2008)

TABLE OF CONTENTS

				Page
Article 1.		Establishment And Purpose			1
1.1		Establishment			1
1.2		Purpose			1
Article 2.		Definitions			1
2.1		“Account”			1
2.2		“Affiliate”			2
2.3		“Beneficiary”			2
2.4		“Bonus”			2
2.5		“Bonus Deferral”			2
2.6		“Code”			2
2.7		“Committee”			2
2.8		“Company”			2
2.9		“Deferral Form”			2
2.10		“Deferred Amounts”			2
2.11		“Disability”			2
2.12		“Distribution Date”			3
2.13		“Effective Date”			3
2.14		“Employer”			3
2.15		“ERISA”			3
2.16		“Fiscal Year”			3
2.17		“In Service Distribution”			3
2.18		“Investment Elections”			3
2.19		“Participant”			3
2.20		“Plan”			3
2.21		“Plan Year”			3
2.22		“Salary”			3
2.23		“Salary Deferral”			4
2.24		“Separation from Service”			4
2.25		“Trust Agreement”			4
2.26		“Trustee”			4
2.27		“Unforeseeable Emergency”			4
Article 3.		Eligibility And Participation			4
3.1		Eligibility			4
3.2		Notice of Eligibility			4
3.3		Right to Participation or Employment			4
3.4		Effect of Subsequent Ineligibility			4
Article 4.		Deferrals			5
4.1		Salary Deferrals			5
4.2		Bonus Deferrals			5
4.3		Deferral Elections and Distribution Elections			5
4.4		Vesting			6

TABLE OF CONTENTS
(continued)

				Page
Article 5.		Distribution of Benefits			6
5.1		Time of Distribution			6
5.2		Early Benefit Distribution			7
5.3		Benefits Upon Separation From Service			7
5.4		Benefits Upon Disability			7
5.5		Benefits Upon Death			7
5.6		Payment Forms			7
5.7		Changes to Time and Form of Payment			8
5.8		Unforeseeable Emergency			8
5.9		Source of Assets for Distributions			9
5.10		Withholding of Taxes			9
Article 6.		Individual Accounts			9
6.1		Participants’ Accounts			9
6.2		Deferred Amounts			9
6.3		Earnings and Losses			9
6.4		Distributions			10
6.5		Participant Statements			10
Article 7.		The Trust			10
7.1		Establishment of Irrevocable Trust			10
7.2		Trustee			10
7.3		Investment Funds			10
7.4		Investment Managers			10
7.5		Assets			10
7.6		Funding			10
Article 8.		Investment Elections and Allocations			11
8.1		Investment Election			11
8.2		Change of Prior Election			11
8.3		Form of Election			11
8.4		Transfer of Funds			11
8.5		Allocating Distributions			11
Article 9.		Beneficiary Designation			11
9.1		Designation of Beneficiary			11
9.2		Death of Beneficiary			11
9.3		Ineffective Designation			12
Article 10.		Administration			12
10.1		The Committee			12
10.2		Authority of the Committee			12
10.3		Delegation of Committee Members’ Powers			12
10.4		Manner of Action of the Committee			12
10.5		Decisions Binding			12
10.6		Indemnification			12

TABLE OF CONTENTS
(continued)

				Page
10.7		Claims Procedures			13
Article 11.		Amendment and Termination			13
11.1		Right to Terminate and Amend			13
11.2		Notice of Termination			13
11.3		Effect of Termination			13
11.4		Limitations on Amendments			13
11.5		Merger, Consolidation, Reorganization, or Transfer			13
Article 12.		Participation In And Withdrawal from the Plan By An Employer			14
12.1		Affiliate Participation in the Plan			14
12.2		Withdrawal from the Plan			14
Article 13.		Miscellaneous			14
13.1		Costs of the Plan			14
13.2		Nontransferability			14
13.3		Successors			15
13.4		Severability			15
13.5		Applicable Law			15
13.6		Gender and Number			15

Molex Executive Deferred Compensation Plan

( Effective as of January 1, 2008)

      WHEREAS , Molex Incorporated, a Delaware corporation (the “Company”), established the 2005 Molex Supplemental Executive Retirement Plan (the “2005 SERP”);

      WHEREAS , prior to January 1, 2008 the 2005 SERP provided for both employee voluntary deferrals of salary and bonus, and employer contributions for purposes of restoring benefits 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”); and

      WHEREAS , the Company has determined that for ease in administration, it is in the Company’s best interest to (i) establish a separate plan that provides for employee voluntary deferrals of salary and bonus which will be called the Molex Executive Deferred Compensation Plan (the “Plan”), (ii) remove any voluntary deferral options from the 2005 SERP, and (iii) leave in the 2005 SERP solely those provisions that govern excess benefits pertaining to the Profit Sharing Plan.

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

ARTICLE 1. ESTABLISHMENT AND PURPOSE

      1.1 Establishment . The Plan is hereby adopted 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 Purpose . The purposes of the Plan are as follows:

      (a) Discretionary Deferred Contributions . To allow an eligible employee to defer all or a portion of Salary and Bonus.

      (b) Unfunded Plan . To be an unfunded plan maintained primarily to provide deferred compensation 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.

ARTICLE 2. DEFINITIONS

     Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

      2.1 “ Account ” means the bookkeeping ledger established for each Participant for the purpose of tracking Deferred Amounts 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 5.5.

      2.4 “ Bonus ” means a payment of annual cash compensation earned for a Fiscal Year under an annual incentive plan or arrangement offered by the Company.

      2.5 “ Bonus Deferral ” means the portion of a Bonus deferred by a Participant under Section 4.3(b) for a Plan Year.

      2.6 “ 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.

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

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

      2.9 “ Deferral Form ” means the form(s) that the Participant must complete and return to the Company in order to defer any portion of Salary and/or Bonus and to elect the time and form of distribution with respect to Deferred Amounts related to a particular Plan Year and/or Fiscal Year.

      2.10 “ Deferred Amounts ” means the aggregate amount of Salary Deferrals, if any, with respect to a given Plan Year plus Bonus Deferrals, if any, related to the Fiscal Year which ends and is included within the Plan Year to which the Salary Deferrals relate which is contributed by such Participant under the Plan to his/her Account.

      2.11 “ 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.

      2.12 “ Distribution Date ” means the earliest to occur of the following:

      (a) the Participant’s In-Service Distribution, if any, elected in accordance with Section 5.2;

      (b) in the case of Separation from Service other than for death or Disability, the date specified in Section 5.3;

      (c) in the case of Disability, the date specified in Section 5.4; or

      (d) in the case of death, the date specified in Section 5.5.

      2.13 “Effective Date” means January 1, 2008.

      2.14 “ 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.

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

      2.16 “ Fiscal Year ” means the 12 month period beginning each July 1 and ending the following June 30, or such other 12-month period as determined by the Board of Directors of the Company.

      2.17 “ In-Service Distribution ” means the date elected by the Participant on his or her Deferral Form for the early distribution of his or her Deferred Amounts related to a particular Plan Year and/or Fiscal Year, as provided in Section 5.2.

      2.18 “ Investment Elections ” shall have the same meaning as defined with respect to the Trust Agreement described in Article 7.

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

      2.20 “ Plan ” means the Molex Executive Deferred Compensation Plan as provided herein and as amended from time to time.

      2.21 “ Plan Year ” means the calendar year.

      2.22 “ Salary ” means the annual base salary rate and payments of cash compensation payable by the Employer to an employee for services performed during any Plan Year before deduction for income taxes, but reduced by all legally required deductions against such income (including, but not limited to, if applicable, elective contributions or benefit contributions made by such employee, wage assignments, wage garnishments, child support payments, levies, remittance of all applicable taxes to governmental authorities), and specifically other than Bonuses and Bonus Deferrals under the Plan .

      2.23 “ Salary Deferral ” means the portion of Salary deferred by a Participant under Section 4.3(a) for a Plan Year.

      2.24 “ 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.

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

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

      2.27 “ 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 5.8.

ARTICLE 3. ELIGIBILITY AND PARTICIPATION

      3.1 Eligibility . To be eligible to participate in the Plan, a person 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 a “top hat” exemption from most of the substantive requirements of Title I of ERISA, as described in Section 1.2(c). 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.

      3.2 Notice of Eligibility . Generally, eligible employees shall be notified of their eligibility to participate prior to the beginning of each Plan Year in which they are eligible. Subject to the Code Section 409A aggregation rules as applicable, for the first year an employee is notified of eligibility under this Article 3, a deferral election on the relevant Deferral Form may be made within 30 days of the date the employee first becomes eligible under this Plan; provided, however , such elections shall be prospective and shall apply only to Salary and Bonus earned after such deferral election is made.

      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. DEFERRALS

      4.1 Salary Deferrals . A Participant may elect to defer receipt of all or any portion of his or her Salary for a given Plan Year by delivering a properly executed Deferral Form to the Company within the time specified in Section 4.3(a). The Deferral Form shall designate the amount or percentage of Salary that is to be deferred under the Plan for a given Plan Year. The Committee shall have the sole discretionary authority to establish the maximum amount of Salary Deferrals any particular Participant shall make to the Plan each Plan Year. The Deferral Form shall be irrevocable for a given Plan Year once effective.

      4.2 Bonus Deferrals . A Participant may elect to defer receipt of all or any portion of his or her Bonus for a given Fiscal Year by delivering a properly executed Deferral Form to the Company within the time specified in Section 4.3(b). The Deferral Form shall designate the amount or percentage of Bonus that is to be deferred under the Plan for a given Fiscal Year. The Committee shall have the sole discretionary authority to establish the maximum amount of Bonus Deferrals any particular Participant shall make to the Plan each Fiscal Year. The Deferral Form shall be irrevocable for a given Fiscal Year once effective.

      4.3 Deferral Elections and Distribution Elections .

      (a) Salary .

     (i) Deferral Elections . A Participant shall make an irrevocable election each Plan Year to defer all or any portion of his/her Salary under the Plan for such Plan Year by delivering to the Company a properly executed Deferral Form. The Deferral Form shall be completed and filed with the Company with respect to deferrals of Salary before the beginning of the Plan Year for which services are performed so long as the employee remains eligible to participate in the Plan. Notwithstanding the foregoing and subject to the aggregation rules under Code Section 409A, a newly-hired Participant or an employee who becomes a Participant due to promotion or other such change to employment status, shall be given thirty (30) days after the date he or she becomes eligible to participate in the Plan to complete and submit a Deferral Form. Each properly completed and timely submitted Deferral Form shall become effective as of the first day of the following Plan Year; provided that in the case of a newly-hired Participant, a properly completed and timely submitted Deferral Form shall become effective on the date provided to the Company.

     (ii) Distribution Elections . The Deferral Form filed by a Participant with respect to distribution of his/her Salary Deferrals for a given Plan Year shall clearly specify the time and form of payment from among the options provided for and approved by the Committee. In the event a Participant does not specify on his/her Deferral Form the time and form of payment relating to such Salary Deferrals, then such Participant shall be deemed to have elected the default form of distribution under Section 5.7(a) which is a lump-sum distribution, and shall be deemed to have not elected any In-Service Distribution under Section 5.2.

      (b) Bonus .

     (i) Deferral Elections . A Participant shall make an irrevocable election each Fiscal Year to defer any or all of his/her Bonus under the Plan for such Fiscal Year by delivering to the Company a properly executed Deferral Form. The Deferral Form shall be completed and filed with the Committee with respect to deferrals of Bonus before the beginning of the Fiscal Year for which services are performed so long as the employee remains eligible to participate in the Plan. Notwithstanding the foregoing and subject to the aggregation rules under Code Section 409A, a newly-hired Participant or an employee who becomes a Participant due to promotion or other such change to employment status, shall be given thirty (30) days after the date he or she becomes eligible to participate in the Plan to complete and submit a Deferral Form. Each properly completed and timely submitted Deferral Form shall become effective as of the first day of the next following Fiscal Year; provided that in the case of a newly-hired Participant, a properly completed and timely submitted Deferral Form shall become effective on the date provided to the Company. Notwithstanding the foregoing, to the extent that a Participant’s Bonus constitutes “performance based compensation” (within the meaning of Code Section 409A and regulations issued thereunder), the Participant’s Deferral Form with respect to the deferral of such performance-based Bonus may be delivered to the Plan Administrator no later than December 31 of the Fiscal Year in which the Bonus is earned. If the Bonus does not constitute performance based compensation, then general deferral rule applies, and the Deferral Form for Bonus shall be delivered