<PAGE>   1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 1995
                                                      REGISTRATION NO. 33-62583
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                      
                        POST EFFECTIVE AMENDMENT NO. 1

                                      TO

                                   FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                  AVNET, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 

<TABLE>
<S>                                           <C>
                   NEW YORK                                     11-1890605
           (STATE OF INCORPORATION)                (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>

 
                              80 CUTTER MILL ROAD
                           GREAT NECK, NEW YORK 11021
                                 (516) 466-7000
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
       INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                            ------------------------
 
                       AVNET EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)
 
                            ------------------------
 

<TABLE>
<S>                                           <C>
               RAYMOND SADOWSKI                               DAVID R. BIRK
  SENIOR VICE PRESIDENT AND CHIEF FINANCIAL
                    OFFICER                     SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                 AVNET, INC.                                   AVNET, INC.
             80 CUTTER MILL ROAD                           80 CUTTER MILL ROAD
          GREAT NECK, NEW YORK 11021                    GREAT NECK, NEW YORK 11021
                (516) 466-7000                                (516) 466-7000
</TABLE>

 
          (Name and address, including zip code, and telephone number,
                  including area code, of agents for service)
 
                            ------------------------
 
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           Immediately upon the filing of this Registration Statement
 
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
 

<TABLE>
<S>                           <C>             <C>               <C>               <C>
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM      PROPOSED        AMOUNT OF
TITLE OF SECURITIES TO BE       AMOUNT TO BE  OFFERING PRICE PER MAXIMUM AGGREGATE  REGISTRATION
  REGISTERED                   REGISTERED(1)       SHARE(2)     OFFERING PRICE(2)      FEE(3)
-------------------------------------------------------------------------------------------------
Common Stock, $1.00 par
  value......................  500,000 shares      $54.625         $27,312,500        $9,419
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
</TABLE>

 
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
    Registration Statement also covers such indeterminate number of additional
    shares as may be issuable as a result of anti-dilution provisions of the
    employee benefit plan described herein.
 
(2) Estimated solely for the purpose of calculating the amount of the
    registration fee, pursuant to Rule 457(h) of the Securities Act of 1933, on
    the basis of the average of the high and low prices of the Registrant's
    Common Stock as reported on the New York Stock Exchange Composite Tape on
    September 8, 1995.

(3) Paid previously.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>   2
 
                                    PART II
 
                              INFORMATION REQUIRED
                         IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended July 1,
1994 (File No. 1-4224); (b) the Company's Quarterly Reports on Form 10-Q for the
periods ended September 30, 1994, December 30, 1994, and March 31, 1995 (File
No. 1-4224); (c) all other reports filed by the Company pursuant to Sections 13
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since July 1, 1994; and (d) the description of the Company's Common Stock
contained in a Registration Statement of the Registrant filed under the Exchange
Act, including any amendments or reports filed for the purpose of updating such
descriptions.
 
     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
 
     The financial statements of the Company incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
certified public accountants, for the periods indicated in their report thereon,
which is incorporated by reference in the Annual Report on Form 10-K for the
year ended July 1, 1994. The financial statements audited by Arthur Andersen LLP
have been incorporated herein by reference in reliance on their report given on
their authority as experts in accounting and auditing. To the extent that Arthur
Andersen LLP audits and reports on the financial statements of the Company
issued at future dates, and consents to the use of their reports thereon, such
financial statements also will be incorporated by reference in this Registration
Statement in reliance upon their reports and said authority.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     Not applicable -- the Company's Common Stock to be offered pursuant to this
Registration Statement has been registered under Section 12 of the Exchange Act
as described in Item 3 of this Part II.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     The validity of the shares of Common Stock being registered hereunder is
being passed upon by David R. Birk, Esq., whose opinion is filed as Exhibit 5.1
to this Registration Statement. Mr. Birk is Senior Vice President and General
Counsel of the Registrant and is the beneficial owner of 1,093.5 shares of the
Registrant's Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 53 of the Registrant's by-laws provides as follows:
 
     53. A. The Corporation shall indemnify, and advance the expenses of, any
director, officer or employee to the full extent permitted by the New York
Business Corporation Law as the same now exists or may hereafter be amended.
 
     B. The indemnification and advancement of expenses granted pursuant to this
Section 53 shall not be exclusive or limiting of any other rights to which any
person seeking indemnification or advancement of expenses may be entitled when
authorized by (i) a resolution of shareholders, (ii) a resolution of directors
or (iii) an agreement providing for such indemnification; provided that no
indemnification may be made to or on behalf of any such person if a judgment or
other final adjudication adverse to such person establishes that his
 
                                        2

<PAGE>   3
 
acts were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
 
     C. No amendment, modification or rescission of these By-Laws shall be
effective to limit any person's right to indemnification with respect to any
alleged cause of action that accrues or other incident or matter that occurs
prior to the date on which such modification, amendment or rescission is
adopted.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable -- no securities are to be reoffered or resold pursuant to
this Registration Statement.
 
ITEM 8. EXHIBITS.
 

<TABLE>
  <C>    <S>
   4.1   Certificate of Incorporation of the Company, as amended (incorporated by reference).
   4.2   Bylaws of the Company, as amended (incorporated by reference to an Exhibit to the
         Company's Current Report on Form 8-K dated September 23, 1994 (File No. 1-4224)).
   4.3   Specimen form of the Company's Common Stock certificate (incorporated by reference
         to Exhibit 4 to the Company's Registration Statement on Form S-2 (Registration No.
         33-80932)).
   5.1   Opinion and Consent of David R. Birk, Esq.
  23.1   Consent of David R. Birk, Esq. (included in Exhibit 5.1).
  23.2   Consent of Arthur Andersen LLP, Independent Auditors.
  24.1   Powers of Attorney.
    99   Avnet Employee Stock Purchase Plan
</TABLE>

 
ITEM 9. UNDERTAKINGS.
 
     (a) The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represents a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
        maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement.
 
     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.
 
                                        3

<PAGE>   4
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
                                        4

<PAGE>   5
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Great Neck, State of New York, on September 11, 1995.
 
                                          AVNET, INC.
 
                                          By Leon Machiz
                                             ------------------------------
                                             Leon Machiz
                                             Chairman of the Board, Chief
                                             Executive Officer and Director
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on September 11, 1995 by the following
persons in the capacities indicated.
 
Leon Machiz
------------------------------------------------------
Leon Machiz
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
 
Raymond Sadawski
------------------------------------------------------
Raymond Sadowski
Senior Vice President, Chief Financial
Officer and Assistant Secretary
(Principal Financial Officer)
 
John F. Cole
------------------------------------------------------
John F. Cole
Controller
(Principal Accounting Officer)
 
Roy Vallee*
------------------------------------------------------
Roy Vallee
President, Chief Operating Officer,
Vice Chairman of the Board and Director
 
Sylvester D. Herlihy*
------------------------------------------------------
Sylvester D. Herlihy
Senior Vice President, Secretary and Director
 
Gerald J. Berkman*
------------------------------------------------------
Gerald J. Berkman, Director
 
Eleanor Baum*
------------------------------------------------------
Eleanor Baum, Director
 
Joseph F. Caligiuri*
------------------------------------------------------
Joseph F. Caligiuri, Director
 
Ehud Houminer*
------------------------------------------------------
Ehud Houminer, Director
 
Salvatore J. Nuzzo*
------------------------------------------------------
Salvatore J. Nuzzo, Director
 
Frederic Salerno*
------------------------------------------------------
Frederic Salerno, Director
 
David Shaw*
------------------------------------------------------
David Shaw, Director
 
Howard Stein*
------------------------------------------------------
Howard Stein, Director
 
Keith Williams*
------------------------------------------------------
Keith Williams, Director
 
Frederick S. Wood*
------------------------------------------------------
Frederick S. Wood, Director
 
*By: Raymond Sadowski
     ---------------------
     Raymond Sadowski
     Attorney-in-Fact
 
                                        5

<PAGE>   6
 
                               INDEX TO EXHIBITS
 

<TABLE>
<CAPTION>
                                           EXHIBIT                                       PAGE
       --------------------------------------------------------------------------------  ----
<C>    <S>                                                                               <C>
  4.1  Certificate of Incorporation of the Company, as amended (incorporated by
       reference). ....................................................................
  4.2  Bylaws of the Company (incorporated by reference to an Exhibit to the Company's
       Current Report on Form 8-K dated September 23, 1994 (File No. 1-4224)). ........
  4.3  Specimen form of the Company's Common Stock certificate (incorporated by
       reference to Exhibit 4 to the Company's Registration Statement on Form S-2
       (Registration No. 33-80932)). ..................................................
  5.1  Opinion and Consent of David R. Birk, Esq. .....................................
 23.1  Consent of David R. Birk, Esq. (included in Exhibit 5.1). ......................
 23.2  Consent of Arthur Andersen LLP, Independent Auditors............................
 24.1  Powers of Attorney..............................................................
   99  Avnet Employee Stock Purchase Plan..............................................
</TABLE>






<PAGE>   1
 
                                                                     EXHIBIT 5.1
 
                                                              September 11, 1995
 
Avnet, Inc.
80 Cutter Mill Road
Great Neck, New York 11021
 
     RE:  REGISTRATION STATEMENT ON FORM S-8
 
Gentlemen:
 
     I refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Avnet, Inc. (the "Company") with the Securities and
Exchange Commission with respect to the registration under the Securities Act of
1933, as amended, of a maximum of 500,000 shares (the "Shares") of the Common
Stock of the Company for delivery under the Avnet Employee Stock Purchase Plan
(the "Plan").
 
     I have examined such documents as I considered necessary for the purposes
of this opinion. Based on such examination, it is my opinion that the Shares
(which may be authorized but heretofore unissued shares or may be delivered out
of the treasury of the Company) have been duly authorized and, upon issuance
and/or delivery in accordance with the terms of the allocations made and other
actions taken by the administering Committee pursuant to the Plan, will be
legally issued, fully-paid and non-assessable under the laws of the State of New
York (the state of incorporation of the Company).
 
     I consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement.
 
                                          Very truly yours,
 

                                          /s/ DAVID R. BIRK
                                          --------------------------------------
                                          David
 R. Birk



<PAGE>   1
 
                                                                    EXHIBIT 23.2
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
     As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated August 10, 1994,
included in Avnet, Inc.'s Annual Report on Form 10-K for the year ended July 1,
1994, and to all references to our firm included in this Registration Statement.
 
                                          ARTHUR ANDERSEN LLP
 
New York, New York
September 11, 1995





<PAGE>   1
 
                                                                    EXHIBIT 24.1
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, her attorneys-in-fact and agents with full
power of substitution, to execute for her and in her behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of August, 1995.
 

                                          /s/ ELEANOR BAUM
                                          --------------------------------------
                                          Eleanor Baum, Director

<PAGE>   2
 
                               POWER OF ATTORNEY
 
KNOW
 ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 27th day of August, 1995.

 
                                          /s/ GERALD J. BERKMAN
                                          --------------------------------------
                                          Gerald J. Berkman, Director

<PAGE>   3
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of August, 1995.

 
                                          /s/ JOSEPH F. CALIGIURI
                                          --------------------------------------
                                          Joseph F. Caligiuri, Director

<PAGE>   4
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of August, 1995.

 
                                          /s/ SYLVESTER D. HERLIHY
                                          --------------------------------------
                                          Sylvester D. Herlihy
                                          Senior Vice President, Secretary and
                                          Director

<PAGE>   5
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of August, 1995.
 

                                          /s/ EHUD HOUMINER
                                          --------------------------------------
                                          Ehud Houminer, Director

<PAGE>   6
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of August, 1995.
 

                                          /s/ SALVATORE J. NUZZO
                                          --------------------------------------
                                          Salvatore J. Nuzzo, Director

<PAGE>   7
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of August, 1995.
 

                                          /s/ FREDERIC SALERNO
                                          --------------------------------------
                                          Frederic Salerno, Director

<PAGE>   8
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of August, 1995.
 

                                          /s/ DAVID SHAW
                                          --------------------------------------
                                          David Shaw, Director

<PAGE>   9
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 29th day of August, 1995.
 

                                          /s/ HOWARD STEIN
                                          --------------------------------------
                                          Howard Stein, Director

<PAGE>   10
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 29th day of August, 1995.
 

                                          /s/ ROY VALLEE
                                          --------------------------------------
                                          Roy Vallee
                                          President, Chief Operating Officer,
                                          Vice Chairman of the Board and
                                          Director

<PAGE>   11
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of August, 1995.
 

                                          /s/ KEITH WILLIAMS
                                          --------------------------------------
                                          Keith Williams, Director

<PAGE>   12
 
                               POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS:
 
     The undersigned does hereby make, constitute and appoint David R. Birk and
Raymond Sadowski, and each of them, his attorneys-in-fact and agents with full
power of substitution, to execute for him and in his behalf in any and all
capacities this Registration Statement, any amendments thereto (including
post-effective amendments), and any other documents incidental thereto, and to
file the same, with all exhibits thereto and all other required documents, with
the Securities and Exchange Commission. The undersigned further grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with the said filing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of August, 1995.
 

                                          /s/ FREDERICK S. WOOD
                                          --------------------------------------
                                          Frederick S. Wood, Director



<PAGE>   1
 
                       AVNET EMPLOYEE STOCK PURCHASE PLAN

<PAGE>   2
 
                                  AVNET, INC.
 
                       CERTIFICATE OF ASSISTANT SECRETARY
 
     I, Raymond Sadowski, Assistant Secretary of Avnet, Inc., a New York
corporation, do hereby certify that attached hereto is a true and correct copy
of the AVNET EMPLOYEE STOCK PURCHASE PLAN.
 
     Dated this 11th day of September, 1995.
 
                                                /s/  Raymond Sadowski
                                                ------------------------------ 

                                        i

<PAGE>   3
 
                       AVNET EMPLOYEE STOCK PURCHASE PLAN
 
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
SECTION                                                                                    PAGE
-------                                                                                    ----
<C>       <S>                                                                              <C>
   1.     Purpose........................................................................    1
   2.     Definitions....................................................................    1
   3.     Plan Administration............................................................    2
          (a) Committee Members..........................................................    2
          (b) Powers and Duties of the Committee.........................................    2
          (c) Committee Action...........................................................    2
          (d) Exoneration of Committee Members...........................................    3
   4.     Eligibility to Participate in Offerings........................................    3
   5.     Offerings......................................................................    3
   6.     Participation in Offerings.....................................................    3
   7.     Payroll Deductions.............................................................    4
   8.     Grant of Option................................................................    4
   9.     Exercise of Option.............................................................    4
  10.     Delivery.......................................................................    5
  11.     Withdrawal; Termination of Employment..........................................    5
  12.     Interest.......................................................................    5
  13.     Stock Subject to the Plan......................................................    5
  14.     Disposition Upon Death.........................................................    6
  15.     Transferability................................................................    6
  16.     Share Transfer Restrictions....................................................    6
  17.     Amendment or Termination.......................................................    6
  18.     Notices........................................................................    7
  19.     Effective Date of Plan.........................................................    7
  20.     Miscellaneous..................................................................    7
          (a) Headings and Gender........................................................    7
          (b) Governing Law..............................................................    7
          (c) Plan Not A Contract of Employment..........................................    7
</TABLE>

 
                                       ii

<PAGE>   4
 
                       AVNET EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.  The purpose of this Avnet Employee Stock Purchase Plan
 (the "Plan")
is to advance the interests of Avnet, Inc, a New York corporation ("the
Company"), and its shareholders by providing Eligible Employees (as defined in
section 2(g) below) of the Company and its Designated Subsidiaries (as defined
in section 2(f) below) with an opportunity to acquire an ownership interest in
the Company by purchasing Common Stock of the Company on favorable terms through
payroll deductions. It is the intention of the Company that the Plan, as applied
to Employees resident in the United States of America, qualify as an "employee
stock purchase plan" under section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, provisions of the Plan shall be construed so
as to extend and limit participation in a manner consistent with the
requirements of section 423 of the Code. As applied to an Employee resident in a
country other than the United States of America, the Plan shall not be subject
to section 423 of the Code and the terms of the Plan may be subject to an
appendix to the Plan corresponding to the Employee's resident country.
 
2. Definitions.
 
     (a)   "Board" means the Board of Directors of the Company.
 
     (b)   "Business Day" means a day when the New York Stock Exchange is open.
 
     (c)   "Common Stock" means the common stock, par value $1.00 per share, of
           the Company, or the number and kind of shares of stock or other
           securities into which such common stock may be changed in accordance
           with section 13 of the Plan.
 
     (d)   "Committee" means the entity administering the Plan, as provided in
           section 3 below.
 
     (e)   "Compensation" means the total cash compensation, including salary,
           wages, overtime pay, and bonuses, paid to an Eligible Employee by
           reason of his employment with the Employer (determined prior to any
           reduction thereof by operation of a salary reduction election under a
           plan described in section 401(k) of the Code or section 125 of the
           Code), as reported on IRS Form W-2, but excluding any amounts not
           paid in cash which are required to be accounted for as imputed income
           on IRS Form W-2, any reimbursements of expenses and amounts under
           stock incentives or stock options.
 
     (f)   "Designated Subsidiary" means a Subsidiary that has been designated
           by the Committee from time to time, in its sole discretion, as
           eligible to participate in the Plan.
 
     (g)   "Eligible Employee" means, with respect to any Offering, an
           individual who is an Employee at all times during the period
           beginning three (3) months before the Offering Date and ending on the
           Offering Date.
 
     (h)   "Employee" means any person, including an Insider, who has attained
           age 18 and is employed by the Company or one of its Designated
           Subsidiaries, exclusive of any such person whose customary employment
           with the Company or a Designated Subsidiary is for less than 20 hours
           per week.
 
     (i)   "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
     (j)   "Fair Market Value" generally means, with respect to any share of
           Common Stock, as of any date under the Plan, the closing price of the
           Common Stock on the New York Stock Exchange on a particular date.
 
     (k)   "Insider" means any Participant who is subject to section 16 of the
           Exchange Act.
 
     (l)   "Offering" means any of the offerings to Participants of options to
           purchase Common Stock under the Plan, each continuing for one month,
           as described in section 5 below.
 
     (m)   "Offering Date" means the first day of the period of an Offering
           under the Plan, as described in section 5 below.

<PAGE>   5
 
     (n)   "Option Price" means the lesser of: (i) 85% of the Fair Market Value
           of one share of Common Stock on the Offering Date, or (ii) 85% of the
           Fair Market Value of one share of Common Stock on the Termination
           Date the definition of which, for purposes of this subsection 2(n)
           only, shall be subject to Treas. Reg. sec.1.421-7(f).
 
     (o)   "Participant" means an Eligible Employee who elects to participate in
           Offerings under the Plan pursuant to section 6 below.
 
     (p)   "Securities Act" means the Securities Act of 1933, as amended.
 
     (q)   "Subsidiary" means any corporation, other than the Company, in an
           unbroken chain of corporations, beginning with the Company, if, at
           the time an option is granted under the Plan, each of the
           corporations, other than the last corporation in the unbroken chain,
           owns stock possessing 50 percent or more of the total combined voting
           power of all classes of stock in one of the other corporations in
           such chain.
 
     (r)   "Termination Date" means the last day of the period of an Offering
           under the Plan, as described in section 5 below.
 
3. Plan Administration.
 
     (a)   Committee Members.  The administration of the Plan shall be under the
           supervision of the committee for the Plan (the "Committee") appointed
           by the Board from time to time. Members of the Committee shall serve
           at the pleasure of the Board and may be removed by the Board at any
           time without prior written notice. A Committee member may resign by
           giving written notice to the Board.
 
     (b)   Powers and Duties of the Committee.  The Committee will have full
           power to administer the Plan in all of its details, subject to the
           requirements of applicable law. For this purpose, the Committee's
           powers will include, but will not be limited to, the following
           authority, in addition to all other powers provided by this Plan:
 
        (i)     To adopt and apply, in a uniform and nondiscriminatory manner to
                all persons similarly situated, such rules and regulations as it
                deems necessary or proper for the efficient and proper
                administration of the Plan, including the establishment of any
                claims procedures that may include a requirement that all
                disputes that cannot be resolved between a Participant and the
                Committee will be subject to binding arbitration;
 
        (ii)    To interpret the Plan and decide all questions concerning the
                Plan, such as the eligibility of any person to participate in
                the Plan, and the respective benefits and rights of Participants
                and others entitled thereto and the exclusive power to remedy
                ambiguities, inconsistencies or omissions in the terms of the
                Plan;
 
        (iii)   To appoint such agents, counsel, accountants, consultants and
                other persons as may be required to assist in administering the
                Plan;
 
        (iv)    To allocate and delegate its responsibilities under the Plan and
                to designate other persons to carry out any of its
                responsibilities under the Plan;
 
        (v)     To prescribe such forms as may be necessary or appropriate for
                Employees to make elections under the Plan or to otherwise
                administer the Plan; and
 
        (vi)    To do such other acts as it deems necessary or appropriate to
                administer the Plan in accordance with its terms, or as may be
                provided for or required by law.
 
     (c)   Committee Action.  The certificate of a Committee member designated
           by the Committee that the Committee has taken or authorized any
           action shall be conclusive in favor of any person relying on, or
           subject to, the certificate. Any interpretation of the Plan, and any
           decision on any matter within the discretion of the Committee, made
           by the Committee in good faith shall be final and binding on all
           persons. A majority of the members of the Committee shall constitute
           a quorum. The
 
                                        2

<PAGE>   6
 
           Committee shall act by majority approval of the members and shall
           keep minutes of its meetings. Action of the Committee may be taken
           without a meeting if unanimous written consent is given. Copies of
           minutes of the Committee's meetings and of its actions by written
           consent shall be kept with the corporate records of the Company.
 
     (d)   Exoneration of Committee Members.  No member of the Committee shall
           be liable for any action or determination made in good faith with
           respect to the Plan or any option granted under it. The Company
           hereby agrees to indemnify, defend and hold harmless, to the fullest
           extent permitted by law, any Committee member against any and all
           liabilities, damages, costs and expenses (including attorneys' fees
           and amounts paid in settlement of any claims approved by the Company)
           occasioned by any act or omission to act in connection with the Plan,
           if such act or omission was not due to the gross negligence or
           willful misconduct of the Committee member.
 
4. Eligibility to Participate in Offerings.
 
     (a)   An Eligible Employee is entitled to participate in Offerings in
           accordance with sections 5 and 6, beginning with the Offering Date
           after an Employee first becomes an Eligible Employee, subject to the
           limitations imposed by section 423 of the Code.
 
     (b)   Notwithstanding any provisions of the Plan to the contrary: (i) no
           Employee shall be granted an option under the Plan if immediately
           after the grant, such Employee (or any other person whose stock
           ownership would be attributed to such Employee pursuant to section
           424(d) of the Code) would own shares of Common Stock and/or hold
           outstanding options to purchase shares of Common Stock possessing 5%
           or more of the total combined voting power or value of all classes of
           shares of the Company or of any Subsidiary; and (ii) an Eligible
           Employee who is an Insider may not participate in Offerings under the
           Plan until the Plan has been approved by the Company's Shareholders
           in accordance with Rule 16b-3 of the Exchange Act.
 
5. Offerings.  Options to purchase shares of Common Stock shall be offered to
Participants under the Plan through a continuous series of Offerings, each
beginning on the first Business Day of the month (the "Offering Date"), and each
Offering shall terminate on the last Business Day of the month corresponding to
the Offering Date (the "Termination Date") . The first Offering under the Plan,
however, shall have an Offering Date of October 2, 1995 and a Termination Date
of October 31, 1995. Offerings under the Plan shall continue until either (a)
the Committee decides, in its sole discretion, that no further Offerings shall
be made because the Common Stock remaining available under the Plan is
insufficient to make an Offering to all Eligible Employees, or (b) the Plan is
terminated in accordance with section 17 below. Notwithstanding the foregoing,
Offerings will be limited under the Plan so that no Eligible Employee will be
permitted to purchase shares of Common Stock under all "employee stock purchase
plans" (within the meaning of section 423 of the Code) of the Company and its
Subsidiaries in excess of $25,000 of the Fair Market Value of such shares of
Common Stock (determined at the time of an Offering Date) for each calendar year
in which an Offering is outstanding at any time.
 
6. Participation in Offerings.
 
     (a)   An Eligible Employee may participate in Offerings under the Plan by
           completing a subscription agreement authorizing payroll deductions on
           the form provided by the Company (the "Participation Form") and
           filing the Participation Form with the Company (pursuant to such
           standards or procedures as are established by the Committee) at least
           15 days before the Offering Date of the first Offering in which such
           Employee wishes to participate.
 
     (b)   Except as provided in section 7(a) below, payroll deductions for a
           Participant shall begin with the first payroll following the
           applicable Offering Date, and shall continue until the Plan is
           terminated, subject to earlier termination by the Participant as
           provided in section 11 below or increases or decreases by the
           Participant in the amount of payroll deductions as provided in
           section 7(c) below.
 
                                        3

<PAGE>   7
 
7. Payroll Deductions.
 
     (a)   By completing and filing a Participation Form, an Eligible Employee
           shall elect to have payroll deductions withheld from his total
           Compensation on each paydate (including paydates covering regular
           payroll, commissions and bonuses) during the time he is a Participant
           in the Plan in such amount as he shall designate on the Participation
           Form; provided, however, that: (i) payroll deductions must be in such
           percentages or whole dollar amounts, as determined by rules
           established by the Committee which may change from time to time to
           provide for the efficient administration of the Plan; (ii) the
           Committee may establish rules limiting the amount of an Eligible
           Employee's Payroll Deductions, except that any percentage or dollar
           limitation must apply uniformly to all Eligible Employees; (iii) and
           each Participant's payroll deductions must be equal to at least the
           minimum percentage or dollar amount established by the Committee from
           time to time, but no more than $21,250 (U.S.) per calendar year.
 
     (b)   All payroll deductions authorized by a Participant shall be credited
           to an account established under the Plan for the Participant. The
           funds represented by such account shall be held as part of the
           Company's general assets, usable for any corporate purpose, and the
           Company shall not be obligated to segregate such funds. A Participant
           may not make any separate cash payment or contribution to such
           account.
 
     (c)   No increases or decreases of the amount of payroll deductions for a
           Participant may be made during an Offering. A Participant may
           increase or decrease the amount of his payroll deductions under the
           Plan for subsequent Offerings by completing an amended Participation
           Form and filing it with the Company (pursuant to such standards and
           procedures established by the Committee) not less than 15 days prior
           to the Offering Date as of which such increase or decrease is to be
           effective.
 
     (d)   A Participant may discontinue his participation in the Plan at any
           time as provided in section 11 below.
 
8. Grant of Option.  On each Offering Date, each Participant shall be granted
(by operation of the Plan) an option to purchase (at the Option Price) as many
shares of Common Stock as he will be able to purchase with the payroll
deductions credited to his account during his participation in the Offering
beginning on such Offering Date. Notwithstanding the foregoing, the maximum
number of shares of Common Stock that an Employee may purchase under an Offering
may not exceed 500 (as may be adjusted from time to time under section 13(b)).
 
9. Exercise of Option.
 
     (a)   Unless a Participant gives written notice to the Company as provided
           in subsection 9(c) below or withdraws from the Plan pursuant to
           section 11 below, his option for the purchase of shares of Common
           Stock granted under an Offering will be exercised automatically at
           the Termination Date of such Offering for the purchase of the number
           of shares of Common Stock that the accumulated payroll deductions in
           his account on such Termination Date will purchase at the applicable
           Option Price.
 
     (b)   No Participant (or any person claiming through such Participant)
           shall have any interest in any Common Stock subject to an option
           under the Plan until such option has been exercised, at which point
           such interest shall be limited to the interest of a purchaser of the
           Common Stock purchased upon such exercise pending the delivery of
           such Common Stock in accordance with section 10 below. During his
           lifetime, a Participant's option to purchase shares of Common Stock
           under the Plan is exercisable only by him.
 
     (c)   By written notice to the Company prior to the end of the Business Day
           on a Termination Date corresponding to an Offering, a Participant may
           elect, effective on such Termination Date, to withdraw all of the
           accumulated payroll deductions in his account as of the Termination
           Date (which will also constitute a notice of termination and
           withdrawal pursuant to section 11(a)).
 
                                        4

<PAGE>   8
 
           However, the preceding sentence shall not apply to an Insider who has
           made, with the prior written consent of the Committee, an irrevocable
           election at least six (6) months prior to a Termination Date until
           such six (6) month period has expired, in accordance with 17 CFR
           sec.240.16b-3(d)(1).
 
10. Delivery.  As promptly as practicable after the Termination Date of each
Offering, the Company will deliver, or cause to be delivered, on behalf of each
Participant, a certificate representing the shares of Common Stock purchased
upon exercise of his option granted for such offering, to a brokerage firm
(designated by the Company) that has rights to execute trades on the New York
Stock Exchange. Such shares will be deposited in an account established for the
Participant at the brokerage firm.
 
11. Withdrawal; Termination of Employment.
 
     (a)   A Participant may terminate his participation in the Plan and
           withdraw all, but not less than all, the payroll deductions credited
           to his account under the Plan at any time prior to the end of the
           Business Day on a Termination Date corresponding to an Offering, by
           giving written notice to the Company. Such notice shall state that
           the Participant wishes to terminate his involvement in the Plan,
           specify a Termination Date and request the withdrawal of all of the
           Participant's payroll deductions held under the Plan. All of the
           Participant's payroll deductions credited to his account will be paid
           to him as soon as practicable after the Termination Date specified in
           the notice of termination and withdrawal (or, if no such date is
           specified, as soon as practical after receipt of his notice of
           termination and withdrawal), and his option for such Offering will be
           automatically canceled, and no further payroll deductions for the
           purchase of shares of Common Stock will be made for such Offering or
           for any subsequent offering, except in accordance with a new
           Participation Form filed pursuant to section 6 above.
 
     (b)   Upon termination, or notice of termination, of a Participant's
           employment for any reason, including retirement or death, any payroll
           deductions authorized under section 7 shall be cancelled immediately.
           Thereafter, any payroll deductions that were previously accumulated
           in the Participant's account prior to his termination or notice of
           termination will be applied in accordance with the provisions of
           Section 9. However, if a termination of employment precludes an
           Employee from being classified as an Eligible Employee with respect
           to an Offering, then the payroll deductions accumulated in his
           account will be returned to him as soon as practicable after such
           termination or, in the case of his death, to the person or persons
           entitled thereto under section 14 below, and his option will be
           automatically canceled. For purposes of the Plan, the termination
           date of employment shall be the Participant's last date of actual
           employment and shall not include any period during which such
           Participant receives any severance payments. A transfer of employment
           between the Company and a Designated Subsidiary or between one
           Designated Subsidiary and another Designated Subsidiary, or absence
           or leave approved by the Company, shall not be deemed a termination
           of employment under this subsection 11(b).
 
     (c)   A Participant's termination and withdrawal pursuant to subsection
           11(a) above will not have any effect upon his eligibility to
           participate in a subsequent Offering by completing and filing a new
           Participation Form pursuant to section 6 above or in any similar plan
           that may hereafter be adopted by the Company; provided, however,
           that, unless otherwise permitted by the Committee in its sole
           discretion, an Insider who has not made the six (6) month irrevocable
           election described in subsection 9(c), may not participate in the
           Plan for at least six months after the effective date of his
           termination and withdrawal in accordance with 17 CFR
           sec.240.16b-3(d)(2).
 
12. Interest.  No interest shall accrue on a Participant' s payroll deductions
under the Plan.
 
13. Stock Subject to the Plan.
 
     (a)   The maximum number of shares of Common Stock that shall be reserved
           for sale under the Plan shall be 500,000 shares, subject to
           adjustment upon changes in capitalization of the Company as provided
           in subsection (b) below. The shares to be sold to Participants under
           the Plan may be, at the election of the Company, either treasury
           shares or shares authorized but unissued and may be derived from
           shares of Common Stock purchased by the Company. If the total number
           of shares of
 
                                        5

<PAGE>   9
 
           Common Stock that would otherwise be subject to options granted
           pursuant to section 8 above on any Termination Date exceeds the
           number of shares then available under the Plan (after deduction of
           all shares for which options have been exercised or are then
           outstanding), the Company shall make a pro rata allocation of the
           shares of Common Stock remaining available for issuance in as uniform
           and equitable a manner as is practicable. In such event, the Company
           shall give written notice of such reduction of the number of shares
           subject to the option to each Participant affected thereby and shall
           return any excess funds accumulated in each Participant's account as
           soon as practicable after the Termination Date of such Offering.
 
     (b)   If any option under the Plan is exercised after any Common Stock
           dividend, split-up, recapitalization, merger, consolidation,
           combination or exchange of Common Stock or the like, occurring after
           the shareholders of the Company approve the Plan, the number of
           shares of Common Stock to which such option shall be applicable and
           the Option Price for such Common Stock shall be appropriately
           adjusted by the Company.
 
14. Disposition Upon Death.
 
     (a)   If a Participant dies, shares of Common Stock and/or cash, if any,
           attributable to the Participant's account under the Plan (when cash
           or shares of Common Stock are held for his account) shall be
           delivered 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 Company), the Company, in its
           discretion, may deliver such shares of Common Stock and/or cash to
           the spouse or to any one or more dependents or relatives of the
           Participant; or, if no spouse, dependent or relative is known to the
           Company, then to such other person as the Company may designate.
 
15. Transferability.  Neither payroll deductions credited to a Participant's
account nor any rights relating to the exercise of an option or to receive
shares of Common Stock 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 section 14 above) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with section 11(a) above.
 
16. Share Transfer Restrictions.
 
     (a)   Shares of Common Stock shall not be issued under the Plan unless such
           issuance is either registered under the Securities Act and applicable
           state securities laws or is exempt from such registrations.
 
     (b)   Shares of Common Stock issued under the Plan may not be sold,
           assigned, transferred, pledged encumbered, or otherwise disposed of
           (whether voluntarily or involuntarily) except pursuant to
           registration under the Securities Act and applicable state securities
           laws, or pursuant to exemptions from such registrations.
 
     (c)   Notwithstanding any other provision of the Plan or any documents
           entered into pursuant to the Plan and except as permitted by the
           Committee in its sole discretion, any shares of Common Stock issued
           to a Participant who is an Insider may not be sold, assigned,
           transferred, pledged, encumbered or otherwise disposed of for a
           six-month period until after the Option Price is determined on or
           after the Termination Date corresponding to the Offering with respect
           to which they were issued.
 
17. Amendment or Termination.  The Plan may be amended by the Committee from
time to time to the extent that the Committee deems necessary or appropriate in
light of, and consistent with, section 423 of the Code; provided, however, that
any amendment that either changes the composition, function or duties of the
Committee or modifies the terms and conditions pursuant to which options are
granted hereunder must be approved by the Board. The Board also may terminate
the Plan or the granting of options pursuant to the Plan at any time; provided,
however, that the Board shall not have the right to modify, cancel, or amend any
outstanding option granted pursuant to the Plan before such termination unless
each Participant consents in
 
                                        6

<PAGE>   10
 
writing to such modification, amendment or cancellation. The Plan shall
terminate automatically if it is not approved by the Shareholders of the
Company, in accordance with Treas. Reg. sec.1.423-2(c), by September 30, 1996.
Notwithstanding the foregoing, no amendment adopted by either the Committee or
the Board shall be effective, without approval of the shareholders of the
Company, if shareholder approval of the amendment is then required pursuant to
Rule 16b-3 under the Exchange Act or any successor rule or section 423 of the
Code.
 
18. Notices.  All notices or other communications by a Participant to the
Company in connection with the Plan shall be deemed to have been duly given when
received by the Secretary of the Company or by any other person designated by
the Company for the receipt of such notices or other communications, in the form
and at the location specified by the Company.
 
19. Effective Date of Plan.  The Plan shall be effective as of October 1, 1995.
The Plan has been adopted by the Board subject to shareholder approval, and
prior to shareholder approval shares of Common Stock issued under the Plan are
subject to such approval.
 
20. Miscellaneous.
 
     (a)   Headings and Gender.  The headings to sections in the Plan have been
           included for convenience of reference only. The masculine pronoun
           shall include the feminine and the singular the plural, whenever
           appropriate. Except as otherwise expressly indicated, all references
           to sections in the Plan shall be to sections of the Plan.
 
     (b)   Governing Law.  The Plan shall be interpreted and construed in
           accordance with the internal laws of the State of New York to the
           extent that such laws are not superseded by the laws of the United
           States of America.
 
     (c)   Plan Not A Contract of Employment.  The Plan does not constitute a
           contract of employment and participation in the Plan does not give
           any Employee or Participant the right to be retained in the employ
           of the Company or a Designated Subsidiary, nor give any person a
           right or claim to any benefit under the Plan, unless such right or
           claim has specifically accrued under the terms of the Plan.
 
                                        7