<PAGE>   1
 
                                 SCHEDULE 14A
                                (RULE 14A-101)
                   INFORMATION REQUIRED IN PROXY STATEMENT
                           SCHEDULE 14A INFORMATION
         PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                             EXCHANGE ACT OF 1934
 
     Filed by the registrant /x/
     Filed by a party other than the registrant / /
     Check the appropriate box:
     / / Preliminary proxy statement
     /x/ Definitive proxy statement
     / / Definitive additional materials
     / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
 
                AVNET, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                AVNET, INC.
- --------------------------------------------------------------------------------
                (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
     /x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
     / / $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).
     / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
     0-11.
 
     (1) Title of each class of securities to which transaction applies:
 
- --------------------------------------------------------------------------------
     (2) Aggregate number of securities to which transactions applies:
 
- --------------------------------------------------------------------------------
     (3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
 
- --------------------------------------------------------------------------------
     (4) Proposed maximum aggregate value of transaction:
 
- --------------------------------------------------------------------------------
     / / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
 
     (1) Amount previously paid:
 
- --------------------------------------------------------------------------------
 
     (2) Form, schedule or registration statement no.:
 
- --------------------------------------------------------------------------------
     (3) Filing party:
 
- --------------------------------------------------------------------------------
     (4) Date filed:
 
- --------------------------------------------------------------------------------
- ---------------
    1Set forth the amount on which the filing fee is calculated and state how it
was determined.

<PAGE>   2
 
                                  AVNET, INC.
                             ---------------------
 

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             ---------------------
 
                    TO BE HELD WEDNESDAY, NOVEMBER 15, 1995
 
TO ALL SHAREHOLDERS OF AVNET, INC.:
 
     NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of AVNET,
INC., a New York corporation ("Avnet"), will be held at The Garden City Hotel,
45 Seventh Street, Garden City, New York 11530, on Wednesday, November 15, 1995
at 10:30 A.M. Eastern Standard Time, for the following purposes:
 
          1. To elect thirteen directors to serve until the next Annual Meeting
     and until their successors have been elected and qualified.
 
          2. To approve and adopt the 1995 Avnet Stock Option Plan.
 
          3. To approve and adopt the Avnet Employee Stock Purchase Plan.
 
          4. To approve incentive compensation terms for certain executives.
 
          5. To ratify the appointment of Arthur Andersen LLP as independent
     public accountants to audit the books of Avnet for the fiscal year ending
 
    June 28, 1996.
 
          6. To take action with respect to such other matters, including a
     shareholder proposal, as may properly come before the Annual Meeting or any
     adjournment or adjournments thereof.
 
     The Board of Directors has fixed the close of business on October 6, 1995
as the record date for the Annual Meeting. Only holders of shares of Avnet's
Common Stock of record at the close of business on such date shall be entitled
to notice of and to vote at the Annual Meeting or any adjournment thereof.
                                          By Order of the Board of Directors
 
                                          SYLVESTER D. HERLIHY
                                          Secretary
October 13, 1995

<PAGE>   3
 
                                  AVNET, INC.
                              80 CUTTER MILL ROAD
                           GREAT NECK, NEW YORK 11021
                             ---------------------
 
                                PROXY STATEMENT
 
                             DATED OCTOBER 13, 1995
                             ---------------------
 
                       FOR ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD NOVEMBER 15, 1995
 
     This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Avnet, Inc. ("Avnet") for use at the Annual
Meeting of Shareholders to be held on November 15, 1995, and at any and all
adjournments thereof (the "Annual Meeting"), with respect to the matters
referred to in the accompanying notice. A form of proxy is enclosed herewith.
Any shareholder who executes and returns the proxy in the enclosed return
envelope may revoke such proxy by written notice of revocation, provided it is
received by the Secretary of Avnet at the address set forth above at any time
prior to the Annual Meeting, by submission at such address of another proxy
bearing a later date, or by voting in person at the Annual Meeting. The
approximate date on which this proxy statement and the enclosed form of proxy
are first being sent or given to shareholders is October 13, 1995.
 
     Only holders of outstanding shares of Avnet's Common Stock of record at the
close of business on October 6, 1995 are entitled to notice of and to vote at
the Annual Meeting. Each shareholder is entitled to one vote per share held of
record. The aggregate number of shares of Avnet's Common Stock outstanding (net
of treasury shares) at October 6, 1995 was 43,289,124, comprising all of Avnet's
capital stock outstanding as of that date.

<PAGE>   4
 
                             ELECTION OF DIRECTORS
 
     Thirteen directors are to be elected at the Annual Meeting to hold office
until the next annual meeting of shareholders and until their successors have
been elected and qualified. It is the intention of the persons named in the
enclosed form of proxy to vote each properly signed and returned proxy (unless
otherwise directed by the shareholder executing such proxy) for the election as
directors of Avnet of the thirteen persons listed below. Each of such persons
has consented to being named herein and to serve if elected.
 
     Directors will be elected by a plurality of the votes properly cast (in
person or by proxy) at the Annual Meeting. Thus, shareholders who do not vote,
or who withhold their vote from one or more nominees below and do not vote for
another person, will not affect the outcome of the election provided that a
quorum is present at the Annual Meeting. Brokers who hold shares of Common Stock
as nominees will have discretionary authority to vote such shares if they have
not received voting instructions from the beneficial owners by the tenth day
before the Annual Meeting, provided that this proxy statement has been
transmitted to the beneficial owners at least fifteen (15) days before the
Annual Meeting.
 
     All of the nominees were elected directors at the Annual Meeting of
Shareholders held on November 16, 1994. In case any of the nominees below should
become unavailable for election for any presently unforeseen reason, the persons
named in the enclosed form of proxy will have the right to use their discretion
to vote for a substitute or to vote for the remaining nominees and leave a
vacancy on the Board of Directors. Under the By-Laws of Avnet, any such vacancy
may be filled by a majority vote of the directors then in office or by the
shareholders at any meeting thereof. Avnet's By-Laws also empower the Board of
Directors to fix the number of directors from time to time to be in office.
 
                                        2

<PAGE>   5
 
     The information set forth below as to the age, principal occupation and
other directorships of each nominee has been furnished to Avnet by such nominee.
 

<TABLE>
<CAPTION>
                                                      PRINCIPAL OCCUPATION DURING
                                      YEAR FIRST      LAST FIVE YEARS; ALSO OTHER
                                      ELECTED A         CURRENT PUBLIC COMPANY
             NAME               AGE    DIRECTOR              DIRECTORSHIPS
- ------------------------------  ---   ----------   ---------------------------------
<S>                             <C>   <C>          <C>
Eleanor Baum(a)                 55       1994      Dean of the School of Engineering
                                                   of The Cooper Union, New York,
                                                   NY; also a Director of Allegheny
                                                   Power System Corporation and U.S.
                                                   Trust Corporation.

Gerald J. Berkman(a)(b)(c)      69       1989      Retired (since May 1989) Senior
                                                   Partner of Berkman & Leff, stock
                                                   brokers; stock specialist,
                                                   American Stock Exchange.

Joseph F. Caligiuri(b)(c)       67       1992      Executive Vice President (retired
                                                   April 1993) of Litton Industries,
                                                   Inc., a technology-based company
                                                   providing resource exploration
                                                   services, industrial automation
                                                   systems and advanced electronic
                                                   and defense systems to the United
                                                   States and world markets; also a
                                                   Director of Source Scientific
                                                   Inc. and The Titan Corporation.

Sylvester D. Herlihy            68       1973      Senior Vice President and
                                                   Secretary of Avnet and President
                                                   of Avnet's Channel Master
                                                   division.

Ehud Houminer(a)                55       1993      Professor and
                                                   Executive-in-Residence (since
                                                   July 1991) at the Columbia Uni-
                                                   versity Business School;
                                                   formerly, consultant to Bear,
                                                   Stearns & Co., Inc. investment
                                                   bankers (February 1992 through
                                                   March 1995); also a Director of
                                                   various Dreyfus mutual funds.
</TABLE>

 
- ---------------
 
(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(c) Member of the Executive Incentive and Compensation Committee.
 
                                        3

<PAGE>   6
 

<TABLE>
<CAPTION>
                                                      PRINCIPAL OCCUPATION DURING
                                      YEAR FIRST      LAST FIVE YEARS; ALSO OTHER
                                      ELECTED A         CURRENT PUBLIC COMPANY
             NAME               AGE    DIRECTOR              DIRECTORSHIPS
- ------------------------------  ---   ----------   ---------------------------------
<S>                             <C>   <C>          <C>
Leon Machiz(b)(d)               71       1968      Chairman of the Board and Chief
                                                   Executive Officer of Avnet.
Salvatore J. Nuzzo(a)(b)(c)(d)  64       1982      Chairman of the Board (since
                                                   March 1994) of Marine Mechanical
                                                   Corp., a manufacturer of defense
                                                   products; also Chairman of the
                                                   Board and Director of SL
                                                   Industries, Inc., a manufacturer
                                                   of industrial/communications
                                                   products; prior to March 1994,
                                                   Chairman of the Board (from March
                                                   1991) and Chief Executive Officer
                                                   (from March 1991 until December
                                                   1992) of Technautics Cor-
                                                   poration, a manufacturer of
                                                   defense/ aerospace products.
Frederic Salerno(c)(d)          52       1993      Director and Vice Chairman of the
                                                   Board of NYNEX Corporation, a
                                                   telecommunications company (from
                                                   March 1991); President of NYNEX
                                                   Corporation's Worldwide Services
                                                   Group (from March 1991 to March
                                                   1994) and Chief Executive Officer
                                                   and President of New York
                                                   Telephone Company, a telecom-
                                                   munications company (from January
                                                   1987 to February 1991); also a
                                                   Director of Bear Stearns & Co.,
                                                   Inc., Telecom Asia (an affiliate
                                                   of NYNEX), Viacom Inc., Orange
                                                   and Rockland Utilities, Inc. and
                                                   Avenor, Inc.; Chairman of Board
                                                   of Trustees, State University of
                                                   New York.
</TABLE>

 
- ---------------
 
(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(c) Member of the Executive Incentive and Compensation Committee.
(d) Member of the Nominating Committee.
 
                                        4

<PAGE>   7
 

<TABLE>
<CAPTION>
                                                      PRINCIPAL OCCUPATION DURING
                                      YEAR FIRST      LAST FIVE YEARS; ALSO OTHER
                                      ELECTED A         CURRENT PUBLIC COMPANY
             NAME               AGE    DIRECTOR              DIRECTORSHIPS
- ------------------------------  ---   ----------   ---------------------------------
<S>                             <C>   <C>          <C>
David Shaw                      69       1990      Senior Vice President (retired
                                                   since June 1993) of Avnet and an
                                                   executive officer of Avnet's
                                                   Electronic Marketing Group.

Howard Stein(a)(b)              69       1987      Chairman of the Board and Chief
                                                   Executive Officer of The Dreyfus
                                                   Corporation, a mutual fund
                                                   manager, and a Director and/or
                                                   Officer of affiliated Dreyfus
                                                   companies and Dreyfus mutual
                                                   funds; also a Director of Mellon
                                                   Bank Corporation.

Roy Vallee(b)(d)                43       1991      Vice Chairman of the Board of
                                                   Avnet (since November 1992) and
                                                   President and Chief Operating
                                                   Officer of Avnet (since March
                                                   1992); prior thereto, Senior Vice
                                                   President of Avnet and President
                                                   of Avnet's Hamilton/Avnet Elec-
                                                   tronics division.
</TABLE>

 
- ---------------
 
(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(d) Member of the Nominating Committee.
 
                                        5

<PAGE>   8
 

<TABLE>
<CAPTION>
                                                      PRINCIPAL OCCUPATION DURING
                                      YEAR FIRST      LAST FIVE YEARS; ALSO OTHER
                                      ELECTED A         CURRENT PUBLIC COMPANY
             NAME               AGE    DIRECTOR              DIRECTORSHIPS
- ------------------------------  ---   ----------   ---------------------------------
<S>                             <C>   <C>          <C>
Keith Williams                  47       1994      Senior Vice President of Avnet
                                                   (since November 1993) and
                                                   President of Avnet's
                                                   International Electronic Market-
                                                   ing Group (since February 1994);
                                                   prior thereto, Director of
                                                   International Operations for
                                                   Avnet's Electronic Marketing
                                                   Group (from October 1993 to
                                                   February 1994), Vice President of
                                                   Avnet (from November 1992 to
                                                   November 1993), President and
                                                   Managing Director of Avnet's
                                                   European Electronic Marketing
                                                   Group (from November 1992 until
                                                   October 1993), Manager of Avnet's
                                                   European Operations (from July
                                                   1991 to November 1992) and
                                                   Managing Director of The Access
                                                   Group Limited, a United Kingdom
                                                   based electronics distributor
                                                   acquired by Avnet in June 1991.

Frederick S. Wood(a)(b)(c)(d)   67       1992      Consultant to General Dynamics
                                                   Corporation, a supplier to the
                                                   United States Defense Department
                                                   and the aerospace industry.
</TABLE>

 
- ---------------
 
(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(c) Member of the Executive Incentive and Compensation Committee.
(d) Member of the Nominating Committee.
 
                                        6

<PAGE>   9
 
THE BOARD OF DIRECTORS AND CERTAIN OF ITS COMMITTEES
 
     Avnet's Board of Directors held six meetings during fiscal 1995: the annual
organizational meeting (which occurs shortly after the Annual Meeting of
Shareholders) and five regularly scheduled meetings. The Board of Directors has
appointed committees, including an Audit Committee, an Executive Incentive and
Compensation Committee, a Nominating Committee and an Executive Committee, to
carry out certain particular responsibilities.
 
     The Audit Committee is charged with maintaining communication between the
full Board and Avnet's independent public accountants, reviewing the status of
the annual audit prior to its completion and determining the nature and extent
of any problems warranting consideration by the full Board, reviewing any
disagreements that have not been resolved to the satisfaction of both management
and the independent public accountants, evaluating the adequacy and
effectiveness of Avnet's internal accounting controls and reporting to the full
Board with respect thereto. The Audit Committee also reviews quarterly financial
statements. The Audit Committee met six times in fiscal 1995.
 
     The Executive Incentive and Compensation Committee administers Avnet's
stock option plans and incentive stock program and passes upon contracts of
directors of Avnet who are also officers of Avnet and upon contracts and
compensation arrangements of other executives and officers of Avnet whose
compensation is or is anticipated to be greater than $300,000 in any given year.
The Executive Incentive and Compensation Committee met twice in fiscal 1995.
 
     The Nominating Committee is charged with considering, screening and
recommending to the Board of Directors appropriate candidates to serve as
directors of Avnet for nomination to be elected and/or re-elected by the
shareholders of Avnet and for election by the Board of Directors between
shareholder meetings. The Nominating Committee will consider other
recommendations only from persons solicited by the Committee. The Nominating
Committee met once in fiscal 1995.
 
     The Executive Committee is charged with the authority of the full Board
and, between meetings of the Board, is authorized to exercise the powers of the
Board in the management of the business affairs of Avnet subject to limitations
prescribed by law. The Executive Committee met twice in fiscal 1995.
 
                                        7

<PAGE>   10
 
     During fiscal 1995, each incumbent nominee for director attended at least
75% of the combined number of meetings of the Board and of the committees (if
any) on which such director served, with the exception of Howard Stein.
 

COMPENSATION OF DIRECTORS
 
     Directors of Avnet who are also officers or employees of Avnet do not
receive special or additional remuneration for service on the Board of Directors
or any of its committees. Each non-employee director receives an annual retainer
fee of $15,000 for serving on the Board, an annual retainer fee of $3,000 for
each committee on which he or she serves, and an additional $3,000 for each
committee on which he or she serves as chairman. The maximum aggregate annual
fee for a non-employee director is $24,000. Each non-employee director is also
paid $1,000 per meeting for each meeting of the Board attended by such director.
In addition, under the Outside Directors' Stock Bonus Plan, non-employee
directors are awarded 250 shares of Avnet Common Stock upon their re-election
each year to a maximum of 1,000 shares during the four-year term of the plan.
 
     The Retirement Plan for Outside Directors of Avnet, Inc. (the "Retirement
Plan") provides a competitive level of retirement income for eligible directors
who are not officers, employees or affiliates (except by reason of being a
director) of Avnet (the "Outside Directors"). The Retirement Plan entitles any
Outside Director who has completed six years or more of active service to an
annual cash retirement benefit equal to the annual retainer fee (including
committee fees) during the Outside Director's last year of active service,
payable in equal monthly installments for a period of from two to ten years
depending on length of service, with payments beginning on the date which is the
later of such director's 65th birthday or his or her retirement date. The
Retirement Plan also provides for automatic retirement of Outside Directors at
age 70 or, in the case of Outside Directors serving on the Board on the
Retirement Plan's effective date, July 1, 1992, age 75. The surviving spouse of
any deceased Outside Director is entitled to 50% of any remaining unpaid
retirement benefit.
 
     On July 1, 1993, Avnet entered into a consulting agreement with David Shaw
which expires on June 30, 1996. The agreement provides that Mr. Shaw will be
paid $100,000 per annum for performing consulting and advisory services for
Avnet. In addition, Mr. Shaw will receive certain medical insurance benefits.
The agreement restricts Mr. Shaw during its term from providing services to or
acquiring a ten percent (10%) or more interest in any business
 
                                        8

<PAGE>   11
 
competitive with Avnet in the electronic distribution business or with any of
Avnet's suppliers which also sells products to Avnet's competitors or any
representative firm which represents Avnet and also represents any of Avnet's
competitors.
 
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
 
 
    SECURITY OWNERSHIP OF MANAGEMENT
 
     The following table sets forth the Avnet Common Stock beneficially owned at
August 31, 1995 by each director of Avnet and by each of the executive officers
named in the Summary Compensation Table set forth on page 12 and by all
directors and executive officers as a group. Except where specifically noted in
the table, all the shares listed for a person or the group are directly held by
such person or group member with sole voting and dispositive power. The table
includes shares owned by (i) spouses, minor children and certain relatives and
(ii) trusts, custodianships and other entities as to which the persons have the
power to direct the voting or disposition of securities. The table also includes
shares covered by stock options which have or will first become exercisable
through December 31, 1995; it does not reflect undelivered awards of restricted
stock under the Avnet Incentive Stock Program or the Outside Directors Stock
Bonus Plan.
 
                                        9

<PAGE>   12
 

<TABLE>
<CAPTION>
 
                                                    AMOUNT AND NATURE
                                                       OF BENEFICIAL
                       NAME                              OWNERSHIP
- ------------------------------------------------------------------------
<S>                                                <C>
Eleanor Baum.......................................            200
Gerald J. Berkman..................................          5,000
Joseph F. Caligiuri................................          1,500(T,S)
Steven C. Church...................................          2,000
                                                           13,000(O)
Sylvester D. Herlihy...............................         23,565
                                                            2,500(O)
Ehud Houminer......................................          2,250
Leon Machiz........................................         61,867
                                                          200,000(O)
Salvatore J. Nuzzo.................................          3,250
Frederic Salerno...................................       --
David Shaw.........................................         43,328
Joseph W. Semmer...................................          1,000
                                                           27,000(T,S)
                                                           34,669(O)
Howard Stein.......................................          3,000
Roy Vallee.........................................          9,089(T,S)
                                                           89,950(O)
Keith Williams.....................................            613
                                                           21,250(O)
Frederick S. Wood..................................            250
                                                              500(T)
Directors and Executive Officers as a Group........        199,461
                                                              500(T)
                                                           37,589(T,S)
                                                          489,028(O)
                                                         --------
                                                          726,578[1.68% of the
                                                                 outstanding]
</TABLE>

 
- ---------------
(T) Shares owned by trusts and other entities as to which the person has the
    power to direct voting and investment.
(S) Shares as to which the person shares voting and/or investment power with
    others.
(O) Shares issuable upon exercise of stock options.
 
                                       10

<PAGE>   13
 
     OTHER SECURITY OWNERSHIP
 
     The only person or group known by the Company to own more than 5% of the
outstanding shares of Avnet Common Stock is a group comprised of FMR Corp.,
certain of its wholly-owned subsidiaries and affiliated investment companies,
and its Chairman, Edward C. Johnson 3d. Information as to such beneficial
ownership was obtained from their joint statement on Schedule 13G, as amended
July 7, 1995, filed with the Securities and Exchange Commission. Such statement
discloses that as of June 30, 1995, such group was the beneficial owner of
6,114,545 shares of Avnet Common Stock (approximately 15% of those shares then
outstanding) as follows: (i) Mr. Johnson, FMR Corp.(through its wholly-owned
subsidiary Fidelity Management & Research Company ("Fidelity")), and certain
investment companies for which Fidelity acts as advisor ("Fidelity Funds")
together have sole dispositive power but no voting power with respect to an
aggregate of 5,952,945 shares of Avnet Common Stock held by a number of Fidelity
Funds (such shares are voted by Fidelity in accordance with written guidelines
established by the Boards of Trustees of the several Fidelity funds), (ii)
4,063,345 of these 6,114,545 shares (approximately 9.97% of the shares of Common
Stock then outstanding) are held by the Fidelity Magellan Fund, and (iii) Mr.
Johnson, FMR Corp. and Fidelity Management Trust Company, a wholly-owned
subsidiary of FMR Corp., have sole voting power with respect to 126,600 shares
of Common Stock and sole dispositive power with respect to 161,600 shares of
Common Stock owned by institutional investment accounts at Fidelity Management
Trust Company. The address of FMR Corp. is 82 Devonshire Street, Boston,
Massachusetts 02109.
 
     OWNERSHIP AND TRANSACTION REPORTS
 
     Pursuant to Section 16(a) of the Securities Exchange Act of 1934, Avnet's
directors, executive officers, and beneficial owners of more than 10% of the
outstanding Common Stock are required to file reports with the Securities and
Exchange Commission, the New York Stock Exchange, and the Pacific Stock Exchange
concerning their ownership of and transactions in Avnet Common Stock; such
persons are also required to furnish Avnet with copies of such reports. Based
solely on the reports and related information furnished to Avnet, Avnet believes
that in fiscal 1995 all such filing requirements were complied with in a timely
manner by all directors and executive officers except for Patrick Jewett and
Richard Ward. Mr. Jewett filed a late Form 4 report of a May 1995 transaction in
Common Stock due to a broker's error in effecting the transaction. Mr. Ward's
inadvertent failure to file one
 
                                       11

<PAGE>   14
 
report for dividend reinvestment plan shares allocated to his account in fiscal
year 1994 was discovered and rectified.
 
COMPENSATION OF AVNET MANAGEMENT
 
     The following table sets forth information concerning the total
compensation during Avnet's last three fiscal years of its Chief Executive
Officer and its four other executive officers who had the highest individual
aggregates of salary and bonus during Avnet's fiscal year ended June 30, 1995:
 

                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                            LONG-TERM COMPENSATION
                                                                              ------------------
                                                     ANNUAL COMPENSATION    RESTRICTED   SECURITIES
                NAME AND                   FISCAL   ---------------------     STOCK      UNDERLYING      ALL OTHER
           PRINCIPAL POSITION               YEAR      SALARY      BONUS     AWARDS(1)    OPTIONS(#)   COMPENSATION(2)
- -----------------------------------------  ------   ----------   --------   ----------   ----------   ---------------
<S>                                        <C>      <C>          <C>        <C>          <C>          <C>
Leon Machiz,                                1995    $1,000,000   $660,000    $146,500      100,000             --
 Chairman of the Board and Chief            1994     1,000,000    250,000     135,188      100,000        $84,218
 Executive Officer                          1993     1,000,000         --     100,188           --         76,995
Roy Vallee,                                 1995       500,000    364,000     100,792      100,000         54,474
 Vice Chairman, President and Chief         1994       500,000    200,000      96,563       50,000         16,132
 Operating Officer                          1993       400,000     91,000      57,250           --         16,227
Steven C. Church,                           1995       250,000    249,481      54,938           --             --
 Vice President                             1994       125,000    136,054      15,450       30,000             --
                                            1993       125,000     72,808      11,450        4,000             --
Sylvester D. Herlihy,                       1995       150,000    348,030          --           --         27,929
 Senior Vice President and Secretary        1994       125,000    260,337          --       10,000         35,655
                                            1993       125,000    100,704          --           --         33,790
Joseph W. Semmer,                           1995       315,000    172,876      14,650       10,000             --
 Senior Vice President                      1994       240,000    300,000          --       32,169             --
                                            1993            --         --          --           --             --
</TABLE>

 
- ---------------
(1) The dollar values of the restricted stock awards shown in this table are
    based on the closing price of a share of Avnet Common Stock on the date on
    which the restricted stock awards were made. The number of shares of
    restricted stock awarded to each person named in the table during fiscal
    year 1995 was as follows: Mr. Machiz -- 4,000 shares; Mr. Vallee -- 2,752
    shares; Mr. Church -- 1,500 shares; Mr. Herlihy -- 0 shares; and Mr.
    Semmer -- 400 shares. These restricted shares vested and will vest in four
    equal installments in January 1995, 1996, 1997 and 1998. A holder of
    undelivered restricted stock awards is not entitled to receive dividends
    paid on, or to any other rights of a shareholder with respect to, the Avnet
    Common Stock underlying such awards.
 
                                              [Footnotes continued on next page]
 
                                       12

<PAGE>   15
 
    The aggregate number of shares of allocated but undelivered restricted stock
    at Avnet's 1995 fiscal year-end (June 30, 1995), and the value of such
    shares (based on the closing price of a share of Avnet Common Stock on that
    date), are as follows: Mr. Machiz -- 5,625 shares ($271,406); Mr.
    Vallee -- 3,814 shares ($184,026); Mr. Church -- 1,425 shares ($68,756); Mr.
    Herlihy -- 0 shares ($0); and Mr. Semmer -- 300 shares ($14,475).
 
(2) Consists of premiums paid by Avnet for the insurance benefits to the persons
    named in the table under the executive group life insurance program
    described on pages 15 and 16 except that in the case of Mr. Machiz, the
    figures consist solely of the accrual for the post-employment benefit
    payable to him under the terms of his employment contract described on pages
    16 and 17. In the case of Mr. Vallee, also includes the payment made in
    fiscal 1995 in respect of accrued but unused vacation in the amount of
    $33,097. In the case of Mr. Herlihy, also includes employer contributions to
    the Channel Master Profit Sharing Plan, which contributions aggregated
    $12,000 for fiscal 1995.
 
OPTIONS
 
     The following table sets forth information concerning grants of stock
options during Avnet's fiscal year ended June 30, 1995 to each of Avnet's
executive officers named in the Summary Compensation Table:
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 

<TABLE>
<CAPTION>
                                                  INDIVIDUAL GRANTS
                           ---------------------------------------------------------------
                           NUMBER OF
                           SECURITIES      TOTAL                                               POTENTIAL REALIZABLE VALUE AT
                           UNDERLYING     OPTIONS                    MARKET                    ASSUMED ANNUAL RATES OF STOCK
                            OPTIONS      GRANTED TO    EXERCISE     PRICE ON                    APPRECIATION FOR OPTION TERM
                            GRANTED     EMPLOYEES IN   PRICE PER    DATE OF     EXPIRATION   ----------------------------------
          NAME               (#)(1)     FISCAL YEAR      SHARE       GRANT         DATE         0%          5%          10%
- -------------------------  ----------   ------------   ---------   ----------   ----------   --------   ----------   ----------
<S>                        <C>          <C>            <C>         <C>          <C>          <C>        <C>          <C>
Leon Machiz..............    100,000        18.9%       $ 44.50      $44.50        5/31/05         --   $2,799,100   $7,093,300
Roy Vallee...............     75,000        14.2          44.50       44.50        5/31/05         --    2,099,325    5,319,975
        .................     25,000         4.7          28.00       36.75        9/27/04   $218,750      796,650    1,683,250
Steven C. Church.........         --          --             --          --             --         --           --           --
Sylvester D. Herlihy.....         --          --             --          --             --         --           --           --
Joseph W. Semmer.........     10,000         1.9          36.75       36.75        9/27/04         --      231,160      585,800
</TABLE>

 
- ---------------
(1) All of the options granted become exercisable in four cumulative
    installments on each of the first through fourth anniversary dates of the
    date of grant.
 
                                       13

<PAGE>   16
 
     The following table sets forth information concerning exercises of stock
options during fiscal 1995 by each of Avnet's executive officers named in the
Summary Compensation Table and the number and value of options held by them at
fiscal year end:
 
                   AGGREGATED OPTION EXERCISES IN LAST FISCAL
                     YEAR AND FISCAL YEAR-END OPTION VALUES
 

<TABLE>
<CAPTION>
                                                         NUMBER OF SECURITIES
                                                        UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                            SHARES                            OPTIONS AT               IN-THE-MONEY OPTIONS
                          ACQUIRED ON                       FISCAL YEAR-END            AT FISCAL YEAR-END(1)
                           EXERCISE        VALUE      ---------------------------   ---------------------------
            NAME              (#)        REALIZED     EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
    --------------------  -----------   -----------   -----------   -------------   -----------   -------------
    <S>                   <C>           <C>           <C>           <C>             <C>           <C>
    Leon Machiz.........          --            --      175,000        175,000      $ 5,181,250    $ 1,393,750
    Roy Vallee..........          --            --       71,200        150,000        1,753,875      1,759,375
    Steven C. Church....          --            --        9,500         24,500          146,500        361,500
    Sylvester D.
      Herlihy...........          --            --       14,500          7,500          307,000         75,000
    Joseph W. Semmer....          --            --       32,169         10,000          993,057        117,500
</TABLE>

 
- ---------------
(1) Value of unexercised options is the difference between the aggregate market
    value of the underlying shares (based on the average of the high and low
    prices on June 30, 1995, of $48.50 per share) and the aggregate exercise
    price for such shares.
 
RETIREMENT BENEFITS AND INSURANCE POLICIES
 
     The Avnet Pension Plan ("Pension Plan") is a defined benefit plan which
covers most United States employees of Avnet, including each of the executive
officers named in the Summary Compensation Table except for Mr. Herlihy. The
Pension Plan provides defined benefits including a cash balance feature whereby
a participant accumulates a cash balance benefit based upon a percentage of
salary and interest credits which varies with age. The accumulated cash balance
benefit is approximately equal to the actuarial present value of a deferred
annuity benefit determined by aggregating 2% of an employee's pensionable
remuneration for each year of credited service. In general, pensionable
remuneration includes base salary, commissions, royalties, cash incentive
compensation and contractual deferred compensation. No benefit is accrued under
the Pension Plan in respect of pensionable remuneration exceeding $100,000 in
any year. There is no direct deduction under the Pension Plan for social
security or other benefits.
 
                                       14

<PAGE>   17
 
     The following table sets forth estimated annual retirement benefits payable
under the Pension Plan for each of the executive officers of Avnet named in the
Summary Compensation Table, assuming that (i) each such executive officer
currently under age 65 retires at age 65, (ii) current pensionable remuneration
for each such executive officer remains unchanged until retirement, (iii)
benefits under the Pension Plan are not altered prior to retirement and (iv) all
actuarial costs and expenses of the Pension Plan are paid by the Pension Plan:
 

<TABLE>
<CAPTION>
                                                                ESTIMATED
                                                                  ANNUAL
                                                            RETIREMENT BENEFIT
                                                            ------------------
    <S>                                                     <C>
    Leon Machiz...........................................       $  2,000(1)
    Roy Vallee............................................         77,340
    Steven C. Church......................................         48,000
    Sylvester D. Herlihy..................................             --
    Joseph W. Semmer......................................         17,604
</TABLE>

 
- ---------------
(1) This is Mr. Machiz's actual annual benefit accrual as of June 30, 1995.
    During fiscal year 1995, Mr. Machiz received a lump-sum payment of
    $1,229,248, the amount of his cash balance account, representing the present
    value of his accrued retirement benefit at December 31, 1994, which payment
    was made while still an employee pursuant to Section 401(a)(9) of the
    Internal Revenue Code of 1986, as amended.
 
     Avnet pays the premiums in respect of an executive group life insurance
program which provides for: (1) payment of a death benefit to the designated
beneficiary of each participating officer in an amount equal to twice the yearly
earnings (including salary and incentive compensation) of such officer, up to a
maximum benefit of $1,000,000; (2) payment to Avnet, upon the death of a
participating officer, of the amount by which the benefit payable by the insurer
under the particular policy exceeds the death benefit payable to such officer's
beneficiary; (3) an option for each participating officer, upon termination of
his or her employment, either to buy such officer's policy from Avnet or to
receive from Avnet a supplemental retirement benefit (if the officer has
satisfied certain age and service requirements) payable annually to such officer
or his or her beneficiary for ten years in an amount equal to 36% of the
officer's maximum eligible compensation, such retirement
 
                                       15

<PAGE>   18
 
benefit not to exceed $180,000 per year; and (4) payment to Avnet, upon the
death of an officer who elects to receive supplemental retirement benefits, of
the full amount payable by the insurer under the particular policy.
 
     As permitted by Section 726 of the Business Corporation Law of New York,
Avnet has in force directors' and officers' liability insurance and corporate
reimbursement insurance, written by Federal Insurance Company (a Chubb Company),
by Columbia Casualty Co. and by National Union Insurance Company, for the
one-year period which commenced on August 1, 1995 at a total cost of $427,000.
The policy insures Avnet against losses from claims against its directors and
officers when they are entitled to indemnification by Avnet, and insures Avnet's
directors and officers against certain losses from claims against them in their
official capacities. All duly elected directors and officers of Avnet are
covered under this insurance.
 
EMPLOYMENT CONTRACTS
 
     In June 1995, Avnet entered into a second employment extension agreement
with Leon Machiz (Chairman of the Board and Chief Executive Officer of Avnet)
which extends Mr. Machiz's current employment agreement for an additional period
of two years from July 1, 1996 to June 26, 1998 (subject to earlier termination
by Mr. Machiz as described below) on substantially the same terms. The agreement
provides that Mr. Machiz is to receive an annual base salary of $1,000,000 and
additional compensation per year equal to $5,000 for each one cent by which
Avnet's net earnings per share (before unusual and/or infrequent items) for that
year on a fully-diluted basis exceed $2.00 (with a fixed amount equal to the
greater of $250,000 or the average of the incentive compensation earned in the
preceding two fiscal years in the event of a business combination transaction
which makes it impracticable to calculate Avnet's net earnings). Such additional
compensation as shown in the bonus column of the Summary Compensation Table was
$660,000 in fiscal 1995 based on Avnet's fiscal 1995 earnings of $3.32 per
share. The payment of this additional compensation for fiscal years 1997 and
1998 is subject to and contingent upon approval by Avnet's shareholders at the
Annual Meeting (see pages 35 to 37). Mr. Machiz has the right to terminate his
full-time employment if a majority of the Board of Directors of Avnet shall be
elected by any single person, entity or group which owns or controls voting
rights to a majority of Avnet's then outstanding stock. In addition, Mr. Machiz
will be retained as a consultant and advisor to Avnet, at an annual salary of
$250,000, (i) for a period of five
 
                                       16

<PAGE>   19
 
years, if Mr. Machiz exercises his above-mentioned right to terminate his
full-time employment, or (ii) for the period from June 27, 1998 to June 26,
2003, during which he is not employed full-time by Avnet. Avnet has also agreed
that (i) if Mr. Machiz becomes permanently and totally disabled during the
period of his full-time employment, he will be paid by Avnet for the balance of
his lifetime an annual disability benefit of $350,000, and (ii) if Avnet ceases
to use his services as an employee at a time when Mr. Machiz is not disabled,
Avnet will pay to him for the balance of his lifetime (or to his estate in the
event of his death) an annual postemployment benefit of $100,000 (in the event
of his death a minimum of $1,000,000) plus certain medical and (if applicable)
life insurance benefits.
 
     In June 1995, Avnet entered into a third amendment to its employment
agreement with Roy Vallee (Vice Chairman, President and Chief Operating Officer
of Avnet). The third amendment extends the employment agreement through June 26,
1998 and provides that Mr. Vallee is to receive an annual base salary of
$600,000 for the remaining term of the agreement. Mr. Vallee also is to receive
additional compensation per year equal to (i) $1,000 for each one cent by which
Avnet's net earnings per share (before unusual and/or infrequent items) for that
year on a fully-diluted basis exceed $1.00 and are less than or equal to $2.00,
plus (ii) $2,000 for each one cent by which Avnet's net earnings per share
(before unusual and/or infrequent items) on a fully-diluted basis for that year
exceed $2.00 and are less than or equal to $3.00, plus (iii) $3,000 for each one
cent by which Avnet's net earnings per share (before unusual and/or infrequent
items) on a fully-diluted basis for that year exceed $3.00 and are less than or
equal to $4.00, plus (iv) $4,000 for each one cent by which Avnet's net earnings
per share (before unusual and/or infrequent items) on a fully-diluted basis for
that year exceed $4.00 and are less than or equal to $5.00, plus (v) $5,000 for
each one cent by which Avnet's net earnings per share (before unusual and/or
infrequent items) on a fully-diluted basis for that year exceed $5.00. The
payment of this additional compensation for fiscal years 1996 through 1998 is
subject to and contingent upon approval by Avnet's shareholders at the Annual
Meeting (see pages 35 to 37). In addition, pursuant to the agreement prior to
its third amendment, Mr. Vallee was granted, with respect to fiscal years 1993,
1994 and 1995, three options, each to purchase 25,000 shares of Avnet Common
Stock (as shown for fiscal 1995 in the Option Grants table). Each of these three
options is or will be exercisable at a price of $28 per share in cumulative
annual installments of 25% over the four-year period commencing on the first
anniversary of the date of grant of such option. Avnet has also agreed that (i)
if Mr. Vallee becomes permanently and totally disabled on or
 
                                       17

<PAGE>   20
 
prior to June 26, 1998, he will be paid by Avnet through the earlier of the date
of cessation of such disability or his death an annual disability benefit of
$250,000. Avnet has the option to retain Mr. Vallee as a consultant for up to
twenty-four consecutive months immediately following the termination of the
contract or his employment with Avnet, during which time he will be compensated
at a rate equal to the average of the base and incentive compensation earned by
him during the twelve-month period immediately preceding his termination as an
employee. Mr. Vallee may terminate his contract if someone other than Leon
Machiz becomes Chairman and Chief Executive Officer of Avnet.
 
     In 1993, in connection with Avnet's acquisition of Hall-Mark Electronics
Corporation, Avnet agreed to assume the employment agreement between Joseph W.
Semmer and Hall-Mark Electronics Corporation dated December 31, 1992 which
expires on December 31, 1996. The agreement provides that Mr. Semmer is to
receive an annual base salary of $240,000 for each year of the term of the
agreement. Mr. Semmer also received a cash bonus of $300,000 for the period from
July 1, 1993 to July 1, 1994, additional salary and cash bonus of $247,876 for
the period from July 2, 1994 to June 30, 1995 and will receive incentive
compensation to be determined based on specified operating results of Avnet's
North American electronic marketing group for the period from July 1, 1995 to
June 28, 1996.
 
C
OMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
 
     In accordance with the Company's By-Laws, the Executive Incentive and
Compensation Committee of the Board of Directors (the "Committee") is
responsible for reviewing and approving compensation of executives earning
greater than $300,000 per year in total compensation. In addition, the Committee
also sets the policy for, administers and determines all allocations and awards
made to Avnet executives under Avnet's long-term compensation plans. All
eligible Company employees, including executive officers, may participate in
Avnet's long-term compensation plans. All members of the Committee are
non-employee directors unaffiliated with management.
 
     Executive compensation consists of three (3) components -- base salary,
annual incentive compensation (bonus) and long-term incentive compensation.
 
     The base salary of each of the Company's executive officers earning
$300,000 or less per year is set annually by such officer's immediate supervisor
with the approval of the Chief Executive Officer and the President. The base
salaries of the Chief Executive Officer, the
 
                                       18

<PAGE>   21
 
President and other executives earning greater than $300,000 are determined by
the Committee. Base salaries are influenced by a variety of objective and
subjective factors. In particular, the Company considers the range of
compensation levels for officers of other companies in the electronic
distribution industry including, but not limited to, the peer group used in the
performance graph appearing on page 23, and companies of similar size to Avnet
in a broader range of businesses. There is no precise formula used to set base
compensation, and base compensation levels may fall slightly above or below
average compensation levels of other companies depending upon the management and
leadership abilities, level of responsibility and performance of the particular
executive.
 
     In addition to base salary, most executive officers receive annual
incentive compensation. For most executive officers, annual incentive
compensation is based on the annual net before tax income ("NBTI") objective of
the business units for which such executives are responsible. For each such
executive, an annual target incentive compensation is set. A numerical factor
("multiplier") is determined by dividing the executive's annual incentive target
by the target NBTI of the applicable business unit. The unit's actual NBTI is
then multiplied by the multiplier to yield the executive's incentive
compensation. Some executives' annual target incentive compensation includes,
either as an additional component or as the sole component, a fixed sum payable
upon his or her achievement of one or more goals stated as Management By
Objectives, or MBOs, set annually for each such executive.
 
     Long-term incentive compensation awards are based on the executive's
performance in a particular fiscal period. The Company awards long-term
incentive compensation pursuant to three shareholder-approved incentive
compensation plans: the Avnet Incentive Stock Program, the 1990 Stock Option
Plan, which is an incentive stock option plan, and the 1988 Stock Option Plan,
which is a non-qualified stock option plan.
 
THE AVNET INCENTIVE STOCK PROGRAM
 
     The Avnet Incentive Stock Program (the "Program") was originally adopted in
1970. The basic framework of the Program provides for annual allocations of
restricted shares of the Company's common stock to selected employees of the
Company, including executive officers. The Committee makes allocations under the
Program in recognition of operating results achieved by the Company as a whole
or by particular operating groups or subdivisions in an immediate past fiscal
period. Allocations under the Program vest in four annual
 
                                       19

<PAGE>   22
 
installments, contingent upon continued employment except by reason of death and
subject to acceleration in certain instances in the discretion of the Committee.
The Program sets no limits on the number of shares which may be allocated to any
single employee, but it is the Committee's policy that allocations to executive
officers of Avnet as a group will not exceed fifty (50%) percent of the total
number of shares available for allocation and/or delivery under the Program. The
Program, which expires in October, 1995, will be replaced by the Avnet 1994
Incentive Stock Program (the "1994 Program") the adoption of which was approved
at the 1994 Annual Meeting of Shareholders. The 1994 Program is substantially
similar to the Program except that the 1994 Program provides that any executives
to whose applicable remuneration section 162(m) of the Internal Revenue Code of
1986 as amended ("Section 162(m)") is likely to apply (i) must achieve
performance goals fixed in advance by the Committee in order to qualify for an
award under the 1994 Program and (ii) may not be awarded more than 10,000 shares
with respect to any fiscal year.
 
STOCK OPTION PLANS
 
     The Committee periodically grants options under its two stock option plans
to officers and employees in consideration of their contribution to the
long-term success of the Company. Unlike the Incentive Stock Program, the
Committee does not grant options on a regular schedule based on operating
results of the Company but makes awards from time to time in its discretion
based on its evaluation of accomplishments achieved by an executive or other
employee. The Committee may grant options under the Company's incentive stock
option plan, which mandates that grants be made at or above the fair market
value of the Company's stock at the date of grant, or under the Company's
non-qualified option plan, which permits the Committee to grant options
discounted by as much as 50% from the fair market value of the Company's stock
as of the grant date. The number of shares already held under option by the
executive may be taken into account when the Committee makes an award. Pursuant
to the terms of his employment agreement described on pages 17 to 18, Roy
Vallee, the President and Chief Operating Officer, was granted 25,000 options in
fiscal 1995 at an exercise price of $28.00, less than fair market value as of
the date of grant. Otherwise, it was the Committee's policy in fiscal 1995 not
to grant to executive officers options at less than fair market value as of the
date of grant.
 
                                       20

<PAGE>   23
 
CHIEF EXECUTIVE OFFICER'S COMPENSATION
 
     In the last fiscal year, the compensation paid to the Company's Chief
Executive Officer, Leon Machiz, was determined pursuant to an Employment
Extension Agreement effective July 1, 1994 (the "First Extension Agreement")
which extended his Employment Agreement (which expired on June 30, 1994) through
June 30, 1996. On June 1, 1995, the Company and Mr. Machiz entered into a Second
Extension Agreement (the "Second Extension Agreement"), which extended the term
of Mr. Machiz's Employment Agreement from July 1, 1996 through June 26, 1998.
The terms of the Employment Agreement as so extended are described in detail on
pages 16 to 17.
 
     Under the terms of the First Extension Agreement, Mr. Machiz received in
fiscal 1995 an annual base salary of $1,000,000 and additional incentive
compensation of $660,000 based upon the Company's achievement of annual net
earnings per share in excess of two dollars. Additionally, in fiscal 1995 Mr.
Machiz was granted options covering 100,000 shares of Common Stock under the
Company's 1988 Stock Option Plan and was allocated 4,000 shares of restricted
stock under the Avnet Incentive Stock Program. The options are exercisable in
four annual installments over four years commencing on June 1, 1996 at an
exercise price of $44.50 per share, the fair market value of a share of Avnet
Common Stock on the date of grant. The incentive stock vested and will vest in
four equal installments in January 1995, 1996, 1997 and 1998.
 
     In determining the incentive compensation to be paid to Mr. Machiz in
fiscal 1995, and in setting the performance goals upon which his incentive stock
award with respect to fiscal 1995 would be based, the Committee considered a
variety of factors including the continued expansion of the Company's business
throughout Europe and its expansion into the Asian and Pacific markets. The
Committee also considered the overall financial performance of the Company,
including the Company's increasing earning per share, sales and net income and
decreasing operating expenses as a percentage of sales. These same factors and
the importance of Mr. Machiz's contributions in directing the Company's
acquisition and divestiture program and integrating and consolidating the
various businesses the Company has acquired throughout the world influenced the
Committee's decision to enter into the Second Extension Agreement and to
establish the terms for the award of incentive compensation under the Second
Extension Agreement which are described on pages 35-37 and which are subject to
approval by the shareholders at the 1995 Annual Meeting.
 
                                       21

<PAGE>   24
 
Additionally, the Committee took into consideration Mr. Machiz's existing
compensation arrangements under the First Extension Agreement in setting the
compensation under the Second Extension Agreement. No relative weights were
given to the foregoing factors considered by the Committee.
 
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
 
     As a matter of policy, the Company has determined not to enter into any
compensation arrangement with any of its executive officers which fails to
qualify for deductibility under Section 162(m), and in that connection the
shareholders are being asked to approve incentive compensation plans for Mr.
Machiz and Mr. Vallee at the 1995 Annual Meeting.
 

<TABLE>
        <S>                              <C>
        Joseph F. Caligiuri, Chairman    Frederic Salerno
        Gerald Berkman                   Frederick Wood
        Salvatore J. Nuzzo
</TABLE>

 
                                       22

<PAGE>   25
 
                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
 
     The following graph compares the performance of Avnet Common Stock on a
cumulative total return basis for the periods indicated with the performance of
the Standard & Poor's Composite-500 Stock Index and a group consisting of
Avnet's peer companies in the electronic distribution industry. The companies
comprising the peer group are Arrow Electronics, Inc., Bell Industries, Inc.,
Premier Industrial Corp. and Wyle Laboratories. Anthem Electronics, formerly
included in the peer group and which was acquired by Arrow Electronics during
Avnet's 1995 fiscal year, is no longer a publicly reporting company and
therefore was eliminated from the peer group. The graph assumes $100 was
invested on June 30, 1990 in Avnet, the S&P 500 and the peer group, that all
dividends were reinvested and that the peer group was weighted on a stock market
capitalization basis at the beginning of the period of each reported data point.
 


<TABLE>
<CAPTION>

                6/30/90         6/30/91         6/30/92         6/30/93         7/1/94          6/30/95         9/30/95
                -------         -------         -------         -------         ------          -------         -------

<S>             <C>             <C>             <C>             <C>             <C>             <C>             <C>

AVENT, INC.         100             99             101             126             120             185             197
PEER GROUP          100            107             131             188             155             203             226
S&P 500             100            107             122             138             140             177             183
</TABLE>



 
* $100 invested on 6/30/90 in stock or index -- including reinvestment of
dividends.
 
                                       23

<PAGE>   26
 

RELATED PARTY TRANSACTIONS
 
     During fiscal 1994, The Dreyfus Trust Company was appointed to act as
Trustee of the Avnet 401(k) Plan (the "401(k) Plan"). The 401(k) Plan's funds
are invested in six Dreyfus mutual funds and the Avnet Company Stock Fund. As of
August 31, 1995, the 401(k) Plan had an aggregate market value of approximately
$55,300,000 in the funds. Howard Stein, a director of Avnet, is Chairman of the
Board and Chief Executive Officer of The Dreyfus Corporation, of which The
Dreyfus Trust Company is a subsidiary, and an officer and/or director of other
affiliated Dreyfus companies and Dreyfus mutual funds. Ehud Houminer, a director
of Avnet, is director of various Dreyfus mutual funds including the Dreyfus New
Leaders Fund, Inc., one of the Dreyfus funds available to participants in the
401(k) Plan. The 401(k) Plan's investment in the funds is on terms and at a rate
of return no less favorable than those made available to other participants in
the funds and is not afforded preferential terms or rates on the investments
managed by the Dreyfus Trust Company.
 
 
                   PROPOSAL TO APPROVE AND ADOPT THE AVNET
                             1995 STOCK OPTION PLAN
 
     One of the purposes of the Annual Meeting is to consider and take action
with respect to the approval and adoption of the 1995 Stock Option Plan (the
"1995 Plan"). The 1995 Plan will supplement, eventually replace, and be similar
in most respects to Avnet's 1988 Stock Option Plan, which had 70,857 reserved
shares available for additional grants thereunder at June 30, 1995, and which
expires by its terms on December 31, 1998.
 
     On the basis of its experience with Avnet's prior stock option plans, the
Board of Directors believes that the capacity to grant stock options assists in
attracting high caliber personnel to Avnet and in inducing such personnel to
remain in Avnet's employ by virtue of the additional incentive to promote
Avnet's success which results from the possession of options to purchase shares
of Avnet's Common Stock. The Board has adopted the 1995 Plan and is requesting
shareholder approval thereof so that Avnet may continue to have the flexibility
to grant either or both "non-qualified" stock options, under the proposed 1995
Plan, and tax-advantaged "incentive stock options", under Avnet's 1990 Stock
Option Plan, to regular full-time employees of Avnet or its subsidiaries for
whom the additional incentive and potential reward afforded by stock options are
from time to time deemed appropriate.
 
                                       24

<PAGE>   27
 
The 1995 Plan also gives the Company the ability to grant stock options to (i)
persons under consideration for employment by Avnet or its subsidiaries or
persons employed by companies whose businesses Avnet may hereafter acquire and
(ii) persons employed or retained by Avnet or any of its subsidiaries to render
services as a consultant or advisor other than services in connection with the
offer or sale of securities in a capital-raising transaction. It is estimated
that there are currently about 9,000 employees who may be considered for the
grant of options under the 1995 Plan.
 
     The material features of the 1995 Plan are as follows:
 
      1. A total of 1,000,000 shares of Avnet's Common Stock ("Common Stock")
         will be available for the grant of options under the 1995 Plan.
 
      2. Options granted can cover no more than 150,000 shares of Common Stock
         per person per calendar year.
 
      3. Both the aggregate number of shares covered by the 1995 Plan and the
         number of shares covered by individual options will be appropriately
         adjusted in the event of stock dividends, recapitalization of the
         Common Stock, split-ups or combinations of shares, or like capital
         adjustments.
 
      4. The shares delivered upon exercise of options under the 1995 Plan may
         be authorized and unissued shares of Common Stock or shares held in
         Avnet's treasury.
 
      5. The 1995 Plan will be administered by a committee (the "Committee")
         appointed by Avnet's Board of Directors and composed of three or more
         non-employee directors, none of whom will be eligible for grants under
         the 1995 Plan. The Committee will have full authority to make grants of
         options and stock appreciation rights under the 1995 Plan, to construe
         the 1995 Plan, to prescribe and amend rules and regulations relating
         thereto, and to make all other determinations in the administration
         thereof.
 
      6. The purchase price per share of Common Stock upon the exercise of each
         option granted under the 1995 Plan will be at least 85% of the Fair
         Market Value per share of the Common Stock on the date such option is
         granted. The "Fair Market Value" of the Common Stock on any date will
         be the mean between the high and the low
 
                                       25

<PAGE>   28
 
         sales prices, as reported for New York Stock Exchange composite
         transactions, at which shares of Common Stock have been sold on such
         date or, if such date is not a trading date, on the next preceding date
         for which trading is so reported. On October 6, 1995, the high and the
         low sales prices of a share of Common Stock for New York Stock Exchange
         composite transactions were $50.125 and $48.750. The purchase price is
         to be paid in full in cash or, in the discretion of the Committee,
         through the delivery of other shares of the Common Stock with a Fair
         Market Value equal to the total purchase price, or by a combination of
         cash and shares. Options granted at less than Fair Market Value on the
         date of grant may only be granted in lieu of other compensation.
 
      7. Each option granted under the 1995 Plan will not be exercisable until
         the first anniversary of the date of grant thereof, thereafter will
         become exercisable with respect to 25% of the number of shares subject
         to such option, and upon each succeeding anniversary of the date of
         grant will become exercisable on a cumulative basis with respect to an
         additional 25% of the number of shares subject thereto; provided that,
         in the event of a tender offer by any person, firm or corporation other
         than Avnet for 50% or more of Avnet's then outstanding Common Stock,
         the Committee will have authority to accelerate exercisability of any
         or all options held by optionees then in Avnet's employ so that such
         options will immediately become exercisable in full and will remain
         exercisable in full until expiration, termination or withdrawal of such
         tender offer. To the extent that options granted under the 1995 Plan
         become exercisable, they may be exercised in whole at any time or in
         part from time to time prior to surrender, expiration or other
         termination of such options (or prior to cessation of exercisability
         thereof in connection with a tender offer, as set forth above).
 
      8. Each option granted under the 1995 Plan will expire and cease to be
         exercisable after the day prior to the tenth anniversary of the date of
         grant thereof.
 
      9. In the event that any optionee ceases to be employed by Avnet or one of
         its subsidiaries for any reason other than death, disability,
         retirement or other reasons determined by the Committee in its sole
         discretion, all options theretofore granted to such optionee will
         terminate and cease to be exercisable. If any optionee's employment
         ceases due to disability, retirement or other reasons determined by the
 
                                       26

<PAGE>   29
 
         Committee in its sole discretion, all options to the extent then
         exercisable by such optionee will remain exercisable for a period
         expiring on the earlier of (a) the day that is three months after the
         date of such cessation of employment and (b) the expiration date of the
         option (see 8 above).
 
     10. Options will not be assignable or transferable except that, in the
         event of the death of an optionee while in the employ of Avnet or one
         of its subsidiaries, any option, to the extent then exercisable by such
         optionee, will remain exercisable by such optionee's legal
         representative within the period expiring on the earlier of (a) the day
         that is one year after the date of the optionee's death, and (b) the
         expiration date of the option (see 8 above).
 
     11. Shares subject to an option terminated under the provisions of the 1995
         Plan or otherwise (except as to terminations resulting from exercise of
         stock appreciation rights described below) may again be available for
         future grants of options under the 1995 Plan.
 
     12. The 1995 Plan will terminate on August 31, 2005 (except as to options
         then outstanding thereunder), but may be terminated by the Board of
         Directors at any prior time.
 
     13. The Board of Directors of Avnet may amend any and all provisions of the
         1995 Plan except that the affirmative vote of the holders of a majority
         of the outstanding shares of Common Stock would be required for any
         amendment affecting the composition and functioning of the Committee,
         increasing the aggregate number of shares which may be delivered under
         the 1995 Plan, decreasing the minimum exercise price per share, or
         extending the period during which options will be exercisable, or the
         termination date of the 1995 Plan.
 
     Avnet will make no charge to income upon the granting or exercise of
options under the 1995 Plan, except that, with respect to any option bearing an
exercise price per share which is less than the Fair Market Value per share of
Common Stock on the particular date of grant, Avnet will record as deferred
compensation expense the amount of the difference between the aggregate exercise
price of such option and the aggregate Fair Market Value of the shares subject
thereto at the date of grant. Such deferred compensation expense will be
 
                                       27

<PAGE>   30
 
amortized over the four-year period following the grant of such option (the
period during which the services of the particular optionee are expected to be
rendered).
 
     The 1995 Plan provides that any or all options granted thereunder may, in
the discretion of the Committee, be accompanied by stock appreciation rights.
Stock appreciation rights may not, however, be granted except in tandem with an
option simultaneously or previously granted under the 1995 Plan.
 
     Stock appreciation rights will be exercisable at such times, and subject to
such conditions, as the Committee may prescribe at the time of granting such
rights, provided that a stock appreciation right cannot be exercisable at any
time to the extent that the related option is itself exercisable. The exercise
of stock appreciation rights must to be accompanied by the surrender of the
related option. Upon exercise of a stock appreciation right, the holder of such
right will be entitled to receive shares of Common Stock or cash or a
combination of shares of Common Stock and cash having a Fair Market Value at the
date of exercise equal to the difference between (i) the aggregate exercise
price of the portion of the related option which is being surrendered, and (ii)
the Fair Market Value of the shares of Common Stock for which the stock
appreciation right is being exercised.
 
     The Committee will have authority at any time to amend, suspend or
terminate any stock appreciation right previously granted.
 
     The grant of stock appreciation rights will require an expense accrual by
Avnet in each fiscal year for appreciation on the rights which it is anticipated
will be exercised and will result in a surrender of related options. The amount
of such accrual will be dependent upon the extent to which stock appreciation
rights are granted and upon the amounts, if any, by which the Fair Market Value
of the Common Stock from time to time exceeds the exercise prices provided for
in related options.
 
                                       28

<PAGE>   31
 
     The Committee has granted, effective as of the date of shareholder
approval, 28 options under the 1995 Plan to purchase an aggregate of 170,500
shares of Common Stock. All such grants which have an exercise price of 100% of
Fair Market Value as of the date of grant are conditional upon the approval of
the 1995 Plan by the shareholders, which approval will constitute ratification
by the shareholders of such grants. The following table sets forth information
with respect to such conditional option grants:
 

<TABLE>
<CAPTION>
                                                             NUMBER OF SHARES
                       NAME OF OPTIONEE                        UNDER OPTION
    -------------------------------------------------------  ----------------
    <S>                                                      <C>
    Steven C. Church.......................................        10,000
    Joseph Semmer..........................................         7,500
    All executive officers as a group (19 persons).........       100,000
    All other employees as a group.........................        70,500
</TABLE>

 
     Provided that the 1995 Plan is approved by shareholders, each of the
foregoing options will become exercisable in four equal cumulative installments,
of which the first shall become exercisable one year after the date of grant and
the remaining three shall become exercisable on the three succeeding anniversary
dates thereof. On October 6, 1995, the closing price of a share of Common Stock
on the New York Stock Exchange composite transactions was $48.75.
 
FEDERAL INCOME TAX CONSEQUENCES OF THE 1995 PLAN
 
     No federal income tax will become payable by an optionee as a result of the
granting of an option under the 1995 Plan or as a result of its having become
exercisable in part or in whole. Upon exercise of such option, the optionee will
recognize income, taxable at ordinary income rates, in an amount equal to the
difference between the exercise price of such option and the fair market value
of the shares acquired thereby at the date of such exercise.
 
     No federal income tax will become payable by an optionee as a result of the
granting of a stock appreciation right under the 1995 Plan or as a result of its
having become exercisable in part or in whole. Upon exercise of such right, the
optionee will recognize ordinary income, taxable at ordinary income tax rates,
in an amount equal to the amount of cash and/or the fair market value, at the
date of such exercise, of the shares received by such optionee as a result of
such exercise.
 
                                       29

<PAGE>   32
 
     Upon the subsequent sale of shares received either upon exercise of an
option or a stock appreciation right, capital gains taxes will be payable, at
the rates applicable to the particular employee, on any amount received by such
employee in excess of the amount paid by the employee for such shares, if any,
plus the amount recognized by such employee as ordinary income as above set
forth, or such employee will be entitled to claim a capital loss on any loss
sustained as a result of such sale. The holding period relating to short-term
and long-term capital gain or loss on shares acquired under the 1995 Plan will
begin to run on the date of exercise (i.e., the date on which all exercise
requirements under the 1995 Plan have been fulfilled) of the relevant option or
stock appreciation right.
 
     Avnet will be entitled to no federal income tax deduction in connection
with the granting of options and stock appreciation rights under the 1995 Plan,
but Avnet will be entitled to deductions at the times and in the amounts of
recognition of ordinary income by optionees (as set forth above).
 
VOTE REQUIRED FOR APPROVAL
 
     The affirmative vote of the holders of a majority of the shares of Common
Stock outstanding on the record date is required for adoption of the 1995 Plan.
Thus, shareholders who do not vote or who vote to abstain will in effect be
voting against adoption. Brokers who hold shares of Common Stock as nominees
will have discretionary authority to vote such shares if they have not received
voting instructions from the beneficial owners by the tenth day before the
Annual Meeting, provided that this Proxy Statement is transmitted to the
beneficial owners at least fifteen (15) days before the Annual Meeting.
 
                                 * * * * * * *
 
     Copies of the 1995 Plan are not being submitted with this Proxy Statement
but will be furnished to any shareholder upon written request made to the
Corporate Secretary of Avnet at the address shown on the first page of this
Proxy Statement.
 
     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1995 STOCK
OPTION PLAN.
 
                                 * * * * * * *
 
                                       30

<PAGE>   33
 
                PROPOSAL TO APPROVE AND ADOPT THE AVNET EMPLOYEE
                              STOCK PURCHASE PLAN
 
     One of the purposes of the Annual Meeting is to consider and take action
with respect to adoption of the Avnet Employee Stock Purchase Plan (the "Stock
Purchase Plan" or the "Plan"). The Stock Purchase Plan became effective on
October 1, 1995, subject to shareholder approval. The Board of Directors is
requesting shareholder approval thereof. The Board of Directors believes that
the Stock Purchase Plan will advance the interests of Avnet and its shareholders
by providing employees of Avnet and its subsidiaries with an opportunity to
acquire an ownership interest in Avnet through the purchase of shares of its
Common Stock on favorable terms through payroll deductions, thereby assisting in
attracting high caliber personnel to Avnet and in retaining and motivating its
employees.
 
     Subject to the limitations imposed by Section 423 of the Internal Revenue
Code of 1986, as amended ("Section 423"), any employee of Avnet and certain of
its subsidiaries, as designated by the Committee administering the Plan, who has
attained age 18 and who is customarily employed at least 20 hours per week is
eligible to participate in the Plan. It is estimated that there are currently
about 9,000 employees who are or will be eligible to participate in the Stock
Purchase Plan.
 
     The material features of the Stock Purchase Plan are as follows:
 
     1. A total of 500,000 shares of Common Stock are reserved for sale under
        the Plan subject to adjustment as provided in the Plan. The shares to be
        sold to Participants under the Plan may be, at the election of Avnet,
        either treasury shares or shares authorized but unissued and may be
        derived from shares of Common Stock purchased by Avnet.
 
     2. Options to purchase shares of Common Stock will be offered to each
        eligible employee who participates in the Stock Purchase Plan (a
        "Participant") through a continuous series of offerings (each, an
        "Offering"), each beginning on the first business day of the month (the
        "Offering Date") and terminating on the last business day of the month
        corresponding to the Offering Date (the "Termination Date"). On each
        Offering Date, each Participant in the Plan is granted, by operation of
        the Plan, an option (an "Option") to purchase as many shares of Common
        Stock,
 
                                       31

<PAGE>   34
 
        including fractional shares (up to a maximum of 500 shares), as can be
        purchased with payroll deductions credited to the Participant's account
        during the Offering.
 
     3. No eligible employee will be permitted to purchase shares of Common
        Stock under the Stock Purchase Plan or any other Section 423 employee
        stock purchase plans which Avnet or any of its subsidiaries may adopt in
        the future having an aggregate "Fair Market Value" (determined for each
        share on its Offering Date) in excess of $25,000 in any calendar year.
        The Fair Market Value of the Common Stock on any date will be the
        closing price of Common Stock for New York Stock Exchange composite
        transactions on such date. Additionally, each Participant's payroll
        deduction may not exceed the lesser of a percentage of his or her
        compensation as set by the Committee from time to time or $21,250 per
        calendar year.
 
     4. The purchase price of the shares offered in a given Offering is 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 a share of
        Common Stock on the Termination Date.
 
     5. A Participant may withdraw from the Plan prior to the end of the
        business day on the Termination Date of any Offering. No Participant
        will have any interest in any Common Stock subject to an Option until
        the Option has been exercised and at such point the interest will be
        strictly that of a purchaser of Common Stock. Upon termination or notice
        of termination of a Participant's employment for any reason, any payroll
        deductions authorized by the Participant will cease immediately.
        Thereafter, any payroll deductions that were previously accumulated in
        the Participant's account prior to termination or notice of termination
        will be applied toward the exercise of the Option then outstanding
        unless the Participant withdraws from the Plan as provided above.
 
     6. Neither payroll deductions credited to a Participant's account nor any
        rights in relation to the exercise of an Option or the receipt of shares
        of Common Stock under the Plan may be assigned, transferred, pledged or
        otherwise disposed of except that, in the event of the death of a
        Participant while cash or Common Stock is held for his or her account
        under the Plan, such shares of Common Stock and/or cash will be
        delivered to the Participant's executor or administrator or if no such
        executor or administrator has been appointed, Avnet, in its discretion,
        may deliver such shares
 
                                       32

<PAGE>   35
 
        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
        Avnet, then to such other person as Avnet may designate.
 
     7. The Stock Purchase Plan is currently administered by the Employee Stock
        Purchase Plan Committee (the "Committee"). Members of the Committee are
        appointed from time to time by the Board of Directors, serve at the
        pleasure of the Board, and may resign at any time upon written notice to
        the Board. The Committee has full power to administer the Plan including
        the power to (i) adopt and apply such rules and regulations as the
        Committee deems necessary or proper for the administration of the Plan,
        (ii) limit the amount of payroll deductions, and (iii) interpret the
        Plan and decide all questions concerning the Plan. The Committee may at
        any time amend the Plan to the extent it deems necessary or appropriate
        in light of, and consistent with, Section 423; provided 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 under the Stock Purchase Plan must be approved by the Board.
 
     8. The Board of Directors may amend any and all provisions of the Stock
        Purchase Plan except that 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 Securities Exchange Act of 1934 or
        Section 423 of the Code. The Board may terminate the Plan or the
        granting of Options under the Plan at any time except that the Board
        cannot modify, cancel or amend any outstanding Option granted before
        such termination unless the affected Participant consents in writing.
        The Stock Purchase Plan shall terminate automatically if it is not
        approved by the shareholders on or prior to September 30, 1996.
 
                                       33

<PAGE>   36
 
FEDERAL INCOME TAX CONSEQUENCES OF THE STOCK PURCHASE PLAN
 
     The Stock Purchase Plan is intended to qualify as an "employee stock
purchase plan" under Section 423. If the Stock Purchase Plan so qualifies, a
Participant will generally not recognize any income for federal income tax
purposes either on the grant of an Option or upon the issuance of any shares of
Common Stock under the Stock Purchase Plan.
 
     If a Participant disposes of shares acquired under the Stock Purchase Plan
(other than a transfer by reason of death) within a period of two years from the
Offering Date of the Offering in which the shares were acquired, an amount (not
less than zero) equal to the fair market value of each share on the Termination
Date minus the Option Price will be treated as ordinary income for federal
income tax purposes in the taxable year in which the disposition takes place.
The amount realized upon such disposition of a share minus the fair market value
of such share on the Termination Date will constitute long-term capital gain or
loss if the disposition occurs more than one year after the Termination Date and
short-term capital gain or loss if the disposition occurs one year or less after
the Termination Date.
 
     If a Participant disposes of any shares acquired under the Stock Purchase
Plan more than two years after the Offering Date of the Offering in which such
shares were acquired (or if no disposition has occurred by the time of the
Participant's death) an amount (not less than zero) equal to the lesser of (a)
the fair market value of the shares at the time of disposition (or death) minus
the Option Price, or (b) the fair market value of the shares on the Offering
Date of the Offering in which the shares were acquired minus the Option Price
will be recognized as ordinary income and may be subject to wage withholding.
The amount realized upon such disposition of a share minus the Option Price
(adjusted to reflect any income recognized as described in the preceding
sentence) will constitute long-term capital gain or loss. With respect to a
transfer of such shares upon death, any remaining gain or loss will not be
recognized. However, a subsequent sale or exchange of such shares by a
Participant's estate or the person receiving such shares by reason of the
Participant's death may result in capital gain or loss.
 
     No income tax deduction ordinarily is allowed to Avnet with respect to the
grant of any Option, the issuance of any shares of Common Stock under the Stock
Purchase Plan or the disposition of any shares acquired under the Stock Purchase
Plan and held for two years. However, if a Participant disposes of shares
purchased under the Stock Purchase Plan within two years after the Offering Date
of the Offering in which the shares were acquired, Avnet
 
                                       34

<PAGE>   37
 
will receive an income tax deduction in the year of such disposition in an
amount equal to the amount constituting ordinary income to the Participant.
 
VOTE REQUIRED FOR APPROVAL
 
     The affirmative vote of the holders of a majority of the shares of Common
Stock outstanding on the record date is required for adoption of the Stock
Purchase Plan. Thus, shareholders who do not vote or who vote to abstain will in
effect be voting against adoption. Brokers who hold shares of Common Stock as
nominees will have discretionary authority to vote such shares if they have not
received voting instructions from the beneficial owners by the tenth day before
the Annual Meeting, provided that this Proxy Statement is transmitted to the
beneficial owners at least fifteen (15) days before the Annual Meeting.
 
                                 * * * * * * *
 
     Copies of the Stock Purchase Plan are not being submitted with this Proxy
Statement but will be furnished to any shareholder upon written request made to
the Corporate Secretary of Avnet at the address shown on the first page of this
Proxy Statement.
 
     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AVNET
EMPLOYEE STOCK PURCHASE PLAN.
 
                                 * * * * * * *
 
                      PROPOSAL TO APPROVE ANNUAL INCENTIVE
                   COMPENSATION TERMS FOR CERTAIN EXECUTIVES
 
     The shareholders are being asked to approve the annual cash incentive
compensation terms for Leon Machiz, Chairman of the Board and Chief Executive
Officer, with respect to fiscal years 1997 and 1998, and Roy Vallee, Vice
Chairman of the Board, President and Chief Operating Officer with respect to
fiscal years 1996 through 1998, as set forth in the employment agreements the
Company has entered into with Messrs. Machiz and Vallee described on pages 16 to
18. As indicated in the Compensation Committee Report on Executive Compensation,
under Section 162(m) of the Internal Revenue Code of 1986, compensation in
excess of one million dollars for any taxable year and paid to a person
 
                                       35

<PAGE>   38
 
named in the Summary Compensation Table who was employed by the Company on the
last day of the taxable year will not be deductible by the Company unless such
compensation qualifies as performance-based. If approved by the shareholders,
the cash incentive compensation payable pursuant to these employment agreements
will qualify as performance-based for purposes of exemption from the limitations
of Section 162(m). The requirements of Section 162(m) have already been
satisfied with respect to stock options and incentive stock awarded and to be
awarded to Messrs. Machiz and Vallee under the plans described on pages 19 and
20.
 
PERFORMANCE CRITERIA
 
     As described in detail on pages 16 to 18, the employment agreements provide
for the payment to Mr. Machiz and Mr. Vallee of cash incentive compensation in
fixed dollar amounts based on annual earnings per share in accordance with
different formulas prescribed for each of them. The performance criteria are
substantially the same as the criteria pursuant to which each of Mr. Machiz and
Mr. Vallee earned incentive compensation in fiscal years 1994-1995 and
1993-1995, respectively, and pursuant to which Mr. Machiz would be entitled to
receive incentive compensation in respect of fiscal year 1996.
 
     It should be noted that while the Compensation Committee's intent is to
prevent Section 162(m) from limiting the deductibility of Messrs. Machiz and
Vallee's incentive compensation, final regulations and guidance for Section
162(m) have not been adopted by the Internal Revenue Service. For this reason,
and because of possible unforeseen future events, it is impossible to be certain
that all such compensation paid by the Company to Messrs. Machiz and Vallee will
be tax deductible by the Company.
 
HYPOTHETICAL PAYMENTS BASED ON 1995 RESULTS
 
     Since payments in respect of fiscal years 1996 through 1998 will be based
on Avnet's earnings per share for each of those years, incentive compensation to
be paid in the future to these executives cannot be determined at this time.
Cash incentive compensation actually paid to each of these executives for
Avnet's last three fiscal years is set forth under the heading "Bonus" in the
Summary Compensation Table. Pursuant to the cash incentive compensation terms
described herein, (i) Mr. Machiz's cash incentive compensation for fiscal 1995
would have been the same as is reported in the Summary Compensation Table
 
                                       36

<PAGE>   39
 
and (ii) Mr. Vallee's cash incentive compensation for fiscal 1995, when the
Company's net earnings per share on a fully diluted basis were $3.32 per share,
would have been $396,000 instead of the $364,000 reported in the Summary
Compensation Table. The cash incentive compensation earned by Mr. Machiz in
fiscal 1995 and which may be earned in fiscal 1996 in excess of $1,000,000 was
not and will not be subject to the limitations of Section 162(m) because payment
of this compensation was and will be deferred.
 
VOTE REQUIRED FOR APPROVAL
 
     The affirmative vote of the holders of a majority of the votes cast at the
Annual Meeting by the holders of shares of Common Stock entitled to vote is
required for adoption of the incentive compensation terms for these executives.
Thus, shareholders who do not vote will not affect the outcome of the vote,
while shareholders who vote to abstain will in effect be voting against
adoption. Brokers who hold shares of Common Stock as nominees will have
discretionary authority to vote such shares if they have not received voting
instructions from the beneficial owners by the tenth day before the Annual
Meeting, provided that this Proxy Statement is transmitted to the beneficial
owners at least fifteen (15) days before the Annual Meeting. It is the intention
of the persons named in the enclosed form of proxy to vote such proxy (unless
otherwise directed by the shareholder executing such proxy) for the adoption of
the incentive compensation terms.
 
     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE CASH INCENTIVE
COMPENSATION TERMS FOR THESE EXECUTIVES.
 
                   INFORMATION AS TO ACCOUNTING AND AUDITING
 
     One of the purposes of the Annual Meeting is to consider and take action
with respect to ratification of the appointment by Avnet's Board of Directors of
Arthur Andersen LLP (formerly Arthur Andersen & Co.) as independent public
accountants to audit the books of Avnet for the fiscal year ending June 28,
1996. Arthur Andersen LLP has been regularly employed by Avnet since January 2,
1991 to examine its books and accounts and for other purposes.
 
     Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting and will have an opportunity to make such statements as they may
desire. Such
 
                                       37

<PAGE>   40
 
representatives are expected to be available to respond to appropriate questions
from shareholders.
 
                              SHAREHOLDER PROPOSAL
 
     Mr. William Steiner, 4 Radcliffe Drive, Great Neck, NY 11021, the holder of
400 shares of Avnet Common Stock has stated that he intends to present the
following proposal at the Annual Meeting. The proposal and supporting statement
are quoted below. The Board of Directors does not support this proposal for the
reasons given below.
 
NON-EMPLOYEE RETIREMENT PLANS RESOLUTION
 
     "RESOLVED, that the shareholders assembled in person and by proxy,
recommend (i) that all future non-employee directors not be granted pension
benefits and (ii) current non-employee directors voluntarily relinquish their
pension benefits."
 
SUPPORTING STATEMENT
 
     Aside from the usual reasons, presented in the past, regarding "double
dipping", that is outside (non-employee) directors who are in almost all cases
amply rewarded with their pension at their primary place of employment, and in
many instances serving as outside pensioned directors with other companies,
there are other more cogent reasons that render this policy as unacceptable.
 
     Traditionally, pensions have been granted in both the private and public
sectors for long term service. The service component usually represents a
significant number of hours per week. The practice of offering pensions for
consultants is a rarity. Outside directors' service could logically fit the
definition of consultants and pensions for this type of service is an abuse of
the term.
 
     But more importantly, outside directors, although retained by corporate
management, namely the C.E.O., are in reality representative of shareholders.
Their purpose is to serve as an impartial group to which management is
accountable. Although outside directors are certainly entitled to compensation
for their time and expertise, pensions have the pernicious effect of
compromising their impartiality. In essence, pensions are management's grants to
outside directors to insure their unquestioning loyalty and acquiescence to
whatever policy
 
                                       38

<PAGE>   41
 
management initiates, and at times, serving their own self interests. Thus,
pensions become another device to enhance and entrench management's controls
over corporate policies while being accountable only to themselves. I am a
founding member of the Investors Rights Association of America and I feel this
practice perpetuates a culture of corporate management "cronyism" that can
easily be at odds with shareholder and company interest.
 
     A final note in rebuttal to management's contention that many companies
offer their outside directors pensions, so they can attract and retain persons
of the highest quality. Since there are also companies that do not offer their
outside directors pensions, can management demonstrate that those companies that
offer pensions have a better performance record then their non-pensioned peers?
In addition, do we have any evidence of a significant improvement in corporate
profitability with the advent of pensions for outside directors?
 
     I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION.
 
                                 * * * * * * *
 
     THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
 
     It is in the best interests of Avnet and its shareholders to attract
exceptional individuals who are recognized for their knowledge, experience and
ability to serve as directors on Avnet's Board. To do this, Avnet must provide a
fair and competitive total compensation package. Outside director compensation
may be paid in a variety of forms, and Avnet has elected to pay a portion of its
outside director compensation in retirement benefits. When total compensation of
outside directors is considered, Avnet's benefits are consistent with leading
companies in our industry. Management believes the retirement plan for outside
directors is fair and appropriate in light of the obligations and
responsibilities of corporate directors and total outside director compensation
in our industry.
 
VOTE REQUIRED
 
     The affirmative vote of the holders of a majority of the votes cast on the
shareholder proposal will be required for its adoption. Thus, shareholders who
do not vote will not affect the outcome of the vote, while shareholders who vote
to abstain will in effect be voting against adoption. Brokers who hold shares of
Common Stock as nominees will not have
 
                                       39

<PAGE>   42
 
discretionary authority to vote such shares in the absence of instructions from
the beneficial owners. Votes which are not cast for this reason ("broker
non-votes") will not affect the outcome of the vote. It is the intention of the
persons named in the enclosed form of proxy to vote such proxy (unless otherwise
directed by the shareholder executing such proxy) against the shareholder
proposal.
 
                                    GENERAL
 
     Avnet's Annual Report to its Shareholders for the fiscal year ended June
30, 1995, including financial statements, was mailed commencing on September 29,
1995 to shareholders of record on September 26, 1995 and subsequently to persons
who became shareholders of record up to and including the October 6, 1995 record
date of the Annual Meeting.
 
     As of the date of this proxy statement, the Board of Directors does not
know of any other matter which will come before the Annual Meeting. In the event
that any other matter properly comes before the Annual Meeting, the persons
named in the enclosed form of proxy intend to vote all proxies in accordance
with their judgment on such matters.
 
     All shares represented by a valid proxy received by Avnet prior to the
Annual Meeting will be voted in accordance with the directions of the
shareholder executing such proxy. If no directions are given, such proxy will be
voted for the election as directors of the thirteen persons named above and, in
favor of ratification of the appointment of Arthur Andersen LLP as independent
public accountants of Avnet for the current fiscal year, in favor of the 1995
Avnet Stock Option Plan, in favor of the Avnet Employee Stock Purchase Plan, in
favor of the incentive compensation terms for certain executives, and against
the shareholder proposal submitted for action.
 
     The cost of soliciting proxies relating to the Annual Meeting will be borne
by Avnet. Directors, officers and regular employees of Avnet may solicit proxies
by telephone or personal interview without being specially compensated therefor.
Georgeson & Company, Inc. has been engaged by Avnet to solicit proxies relating
to the Annual Meeting, by telephone and mail, from holders of shares of Avnet's
capital stock and to perform certain other procedures relating to the
solicitation of proxies. The cost of the services to be performed by Georgeson &
Company, Inc. is approximately $7,500 plus out-of-pocket
 
                                       40

<PAGE>   43
 
expenses estimated at approximately $5,000. In addition, Avnet will, upon
request, reimburse brokers, dealers, banks and other nominee shareholders for
their reasonable expenses for mailing copies of this proxy statement, the form
of proxy and the Notice of the Annual Meeting, to the beneficial owners of such
shares.
 
                              1996 ANNUAL MEETING
 
     Each year, Avnet's Board of Directors confirms the date, in November or
December, selected for the next Annual Meeting of Shareholders pursuant to
Section 4 of Avnet's By-Laws. While it is, of course, too early to have selected
the date for the 1996 Annual Meeting, any shareholder who decides to present a
proposal for action at the 1996 Annual Meeting should take note that his or her
proposal must be received by Avnet on or before 5:00 PM on June 17, 1996, in
order to be considered for inclusion in Avnet's Proxy Statement and form of
Proxy relating to the 1996 Annual Meeting.
 
     AVNET WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE
     YEAR ENDED JUNE 30, 1995, TO EACH SHAREHOLDER WITHOUT CHARGE (OTHER
     THAN A REASONABLE CHARGE FOR ANY EXHIBIT REQUESTED) UPON WRITTEN
     REQUEST TO: AVNET, INC., 80 CUTTER MILL ROAD, GREAT NECK, NEW YORK
     11021 ATTENTION: RAYMOND SADOWSKI, SENIOR VICE PRESIDENT AND CHIEF
     FINANCIAL OFFICER.
 
                                                 AVNET, INC.
 
                                                 SYLVESTER D. HERLIHY
                                                 Secretary
 
Dated: October 13, 1995
 
                   PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW
 
                                       41

<PAGE>   44
                  AVNET, INC. -- PROXY FOR 1995 ANNUAL MEETING

                      SOLICITED BY THE BOARD OF DIRECTORS

        The undersigned shareholder of AVNET, INC. (the "Company") hereby
constitutes and appoints Leon Machiz and Raymond Sadowski, or either of them, as
proxy of the undersigned, with full power of substitution and revocation, to
vote all shares of Common Stock of the Company standing in his or her name on
the books of the Company at the Annual Meeting of Shareholders to be held at The
Garden City Hotel, 45 Seventh Street, Garden City, NY on November 15, 1995, at
10:30 A.M., E.S.T. or at any adjournment thereof, with all the powers which the
undersigned would possess if personally present, as designated on the reverse
side.

        The undersigned hereby instructs the said proxies (i) to vote in
accordance with the instructions indicated on the reverse side with respect to
the election of directors, the approval and adoption of the proposed 1995 Avnet
Stock Option Plan, the approval and adoption of the Avnet Employee Stock
Purchase Plan, the approval of Incentive Compensation Terms for certain
executives, the ratification of the appointment of independent public
accountants and to take action on a shareholder proposal, but, if no designation
is made on the reverse side, to vote for the election of thirteen directors, for
the proposed 1995 Avnet Stock Option Plan, for the Avnet Employee Stock Purchase
Plan, for Incentive Compensation Terms for certain executives, for ratification
of such appointment and against the shareholder proposal, and (ii) to vote in
their discretion with respect to such other matters (including matters incident
to the conduct of the meeting) as may properly come before the meeting.

        The undersigned hereby acknowledges receipt of the Notice and Proxy 
Statement dated October 13, 1995 relating to the Annual Meeting of Shareholders 
to be held November 15, 1995.

                  (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

<PAGE>   45
(a) ELECTION of 13 DIRECTORS to serve for the ensuing year: E. Baum, G.J. 
    Berkman, J.F. Caligiuri, S.D. Herlihy, E. Houminer, L. Machiz, S.J. Nuzzo,
    F. Salerno, D. Shaw, H. Stein, R. Vallee, K. Williams and F.S. Wood.

FOR ALL NOMINEES LISTED ABOVE (EXCEPT AS LISTED TO THE CONTRARY)  /  /

WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE  /  /

INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, WRITE THAT 
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
_________________________________________________________________________

(b) APPROVAL AND ADOPTION OF 1995 AVNET STOCK OPTION PLAN
        FOR  /  /         AGAINST  /  /           ABSTAIN  /  /

(c) APPROVAL AND ADOPTION OF AVNET EMPLOYEE STOCK PURCHASE PLAN
        FOR  /  /         AGAINST  /  /           ABSTAIN  /  /

(d) APPROVAL OF INCENTIVE COMPENSATION TERMS FOR CERTAIN EXECUTIVES
        FOR  /  /         AGAINST  /  /           ABSTAIN  /  /

(e) RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP as independent 
    public accountants.
        FOR  /  /         AGAINST  /  /           ABSTAIN  /  /

(f) ACTION ON SHAREHOLDER PROPOSAL
        FOR  /  /         AGAINST  /  /           ABSTAIN  /  /

(g) Transactions of such other business as may properly come before the Meeting 
    or any adjournment(s) thereof.

Signature should correspond with the stenciled name appearing hereon. When 
signing in a fiduciary or representative capacity, give full title as such. 
When more than one owner, each should sign.

Dated:_____________________________________________________________, 1995

___________________________________________________________________ (L.S.)

___________________________________________________________________ (L.S.)

VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK.   /  /

PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED 
ENVELOPE.

<PAGE>   46
 
                                  AVNET, INC.
 
                             1995 STOCK OPTION PLAN
 
                                   ARTICLE I
 
                              PURPOSE OF THE PLAN
 
     The 1995 Stock Option Plan (the "Plan") is intended to advance the
interests of the Company by assisting Avnet and its Subsidiaries in attracting
high caliber personnel and in inducing such personnel to remain in their employ,
by virtue of the additional incentive to promote the Company's success which
results from the possession of options to purchase shares of Avnet's Common
Stock.
 
                                   ARTICLE II
 
                                  DEFINITIONS
 
     The following words and phrases used herein shall, unless the context
otherwise indicates, have the following meanings:
 
     1. "Avnet" shall mean Avnet, Inc.
 
     2. "Board of Directors" and "Director" shall mean, respectively, the Board
of Directors of Avnet and any member thereof.
 
     3. "Committee" shall mean a committee charged with administering this Plan,
which Committee shall be appointed by the Board of Directors, shall consist of
three or more non-employee Directors, none of whom is eligible to be granted
Options or Stock Appreciation Rights under this Plan, shall have authority to
grant Options and Stock Appreciation Rights hereunder on such terms and subject
to such conditions (not inconsistent with the terms of this Plan) as such
Committee shall determine, and shall have full authority to construe this Plan,
to prescribe and amend rules and regulations relating hereto, and to make all
other determinations in the administration hereof.

<PAGE>   47
 
     4. "Company" shall mean Avnet and all its Subsidiaries.
 
     5. "Eligible Employees" shall mean any regular full-time employee of Avnet
or of any of its Subsidiaries (including any Director who is also such a regular
full-time employee), and may include, in appropriate circumstances relating to
the granting of Options and Stock Appreciation Rights hereunder, any person who
is under consideration for employment by the Company and any person employed by
a business which is then to be acquired by Avnet. The term "Eligible Employees"
shall also include any person employed or retained by Avnet or any of its
Subsidiaries to render services as a consultant or advisor other than services
in connection with the offer or sale of securities in a capital-raising
transaction.
 
     6. "Fair Market Value" when used with respect to a particular date, shall
mean the average of the high and low sale prices (as reported for New York Stock
Exchange Composite Transactions) at which shares of the Stock shall have been
sold on such date or, if such date is a date for which no trading is so
reported, on the next preceding date for which trading is so reported.
 
     7. "Option" shall mean any option granted or held pursuant to the
provisions of this Plan.
 
     8. "Option Agreement" shall mean the agreement evidencing any Option
hereunder, including any addendum thereto relating to Stock Appreciation Rights,
which agreement may be in any form prescribed or accepted by the Committee
therefor.
 
     9. "Optionee" shall mean any person who at the time in question holds any
Option which then remains unexercised in whole or in part, has not been
surrendered for complete termination and has not expired or terminated, and
shall include any Successor Optionee.
 
     10. "Plan" shall mean this stock option plan.
 
     11. "Stock" shall, subject to the anti-dilution provisions set forth in
Article VIII hereof, mean the Common Stock of Avnet, as presently constituted.
 
     12. "Stock Appreciation Right" or "SAR" shall mean any right granted under
this Plan which entitles an Optionee to receive (a) shares of Stock having a
Fair Market Value at the date of exercise of such SAR, or (b) cash in the amount
of such Fair Market Value, or (c) a combination of shares of Stock and cash
equal in the aggregate to such Fair Market Value, equivalent to all or part of
the difference between the aggregate exercise price of the portion

<PAGE>   48
 
of the related Option which is being surrendered for termination and the Fair
Market Value at such date of the shares of Stock for which such SAR is being
exercised. A SAR may be granted by the Committee with respect to any Option
simultaneously or previously granted under this Plan and, when granted, may be
granted by the Committee upon such terms and subject to such conditions as the
Committee may in its discretion prescribe or approve; provided that a SAR shall
only be exercisable by the Optionee to whom such SAR was initially granted,
shall only be exercisable during the period when Optionee is an Eligible
Employee and shall not be exercisable by a Successor Optionee.
 
     13. "Subsidiary" shall mean any corporation 80% of the total combined
voting power of all classes of capital stock of which shall at the time in
question be owned by Avnet and/or any of its subsidiaries.
 
     14. "Successor Optionee" shall mean any person who, under the provisions of
Article V hereof, shall have acquired the right to exercise any Option by will
or the laws of descent and distribution.
 
                                  ARTICLE III
 
                          SHARES RESERVED FOR THE PLAN
 
     1. Subject to the anti-dilution provisions set forth in Article VIII
hereof, the maximum number of shares of Stock which may be delivered by Avnet
pursuant to the exercise of Options and/or Stock Appreciation Rights shall be
1,000,000. At no time shall there be outstanding Options for the purchase of
more than 1,000,000 shares of Stock (subject to said anti-dilution provisions)
less the aggregate of the number of shares of Stock previously delivered
pursuant to the exercise of Options and the number of shares of Stock previously
covered by Options terminated upon surrender in connection with the exercise of
Stock Appreciation Rights.
 
     2. The shares of Stock subjected to Options and Stock Appreciation Rights
may, in the discretion of the Committee and with the consent of the Board of
Directors, consist of authorized but unissued shares of Stock and/or shares of
Stock held in the treasury of Avnet.
 
     3. If any Option shall be surrendered and terminated or for any other
reason shall terminate or expire, whether in whole or in part (except for
terminations in connection with

<PAGE>   49
 
exercises of Stock Appreciation Rights), the shares of Stock covered by such
Option immediately prior to such termination or expiration shall thereupon be
added to the shares of Stock otherwise available for subjection to Options and
Stock Appreciation Rights hereunder.
 
                                   ARTICLE IV
 
                           ADMINISTRATION OF THE PLAN
 
     1. This Plan shall be administered by the Committee, which shall have full
power to construe and interpret the Plan and to establish and amend rules and
regulations for its administration.
 
     2. In addition to the foregoing (and without limiting the generality
thereof), the Committee shall have plenary authority (subject to the provisions
of Articles II, III, V and VI hereof) in its discretion to determine the time or
times at which Options and/or Stock Appreciation Rights shall be granted, the
Eligible Employees to whom Options and/or Stock Appreciation Rights shall be
granted and the number of shares of Stock to be covered by each such Option
and/or Stock Appreciation Right. The granting of Options and/or Stock
Appreciation Rights by the Committee shall be entirely discretionary; the terms
and conditions (not inconsistent with this Plan) prescribed or approved for any
Option Agreement shall similarly be within the discretion of the Committee; and
nothing in this Plan shall be deemed to give any Eligible Employee any right to
receive Options and/or Stock Appreciation Rights.
 
     3. The Committee is also specifically authorized, in the event of a public
solicitation, by any person, firm or corporation other than Avnet, of tenders of
50% or more of the then outstanding Stock (known conventionally as a "tender
offer"), to accelerate exercisability of any or all Options and any or all of
the related Stock Appreciation Rights held by Optionees then employed as an
Eligible Employee, so that such Options and Stock Appreciation Rights will
immediately become exercisable in full; provided that such accelerated
exercisability shall continue in effect only until expiration, termination or
withdrawal of such "tender offer", whereupon such Options and related Stock
Appreciation Rights will be (and continue thereafter to be) exercisable only to
the extent that they would have been exercisable if no such acceleration of
exercisability had been authorized.

<PAGE>   50
 
     4. A majority of the members of the Committee (but not less than two) shall
constitute a quorum, and all acts, decisions or determinations of the Committee
shall be by majority vote of such of its members as shall be present at a
meeting duly held at which a quorum is so present. Any act, decision, or
determination of the Committee reduced to writing and signed by a majority of
its members (but not less than two) shall be fully effective as if it had been
made, taken or done by vote of such majority at a meeting duly called and held.
 
     5. The Committee shall deliver a report to the Board of Directors with
reasonable promptness following the taking of any action(s) in the
administration of this Plan, which report shall set forth in full the action(s)
so taken. The Committee shall also file such other reports and make such other
information available as may from time to time be prescribed by the Board of
Directors.
 
                                   ARTICLE V
 
                       AWARD AND MODIFICATION OF OPTIONS
 
     1. Options may be granted by the Committee to Eligible Employees from time
to time in its discretion prior to August 31, 2005 or the earlier termination of
the Plan as provided in Article IX.
 
     2. During the period when any Option is outstanding, the Committee may, for
such consideration (if any) as may be deemed adequate by it and with the prior
consent of the Optionee, modify the terms of such Option, including the purchase
price, with respect to the unexercised portion thereof.
 
     3. The purchase price per share of Stock upon the exercise of each Option
shall be no less than 85% of the Fair Market Value of the Stock at the date of
the granting thereof; provided, however, (i) that the purchase price per share
of Stock shall in no event be less than the par value per share of the Stock and
(ii) options whose purchase price per share on exercise is less than 100% of the
Fair Market Value at the date of the granting thereof may be granted only in
lieu of a reasonable amount of cash compensation.
 
     4. Subject to the specific authority bestowed upon the Committee in Article
IV, paragraph 3 hereof, (i) no Option shall be exercisable to any extent until
the first anniversary of the date of the granting thereof, (ii) thereafter, each
Option shall be exercisable with

<PAGE>   51
 
respect to 25% of the total number of shares of Stock subject thereto and (iii)
upon each succeeding anniversary date of the date of grant, each Option will
become exercisable on a cumulative basis with respect to an additional 25% of
the shares subject thereto. To the extent that any Option shall have become
exercisable as provided in the preceding sentence, such Option may thereafter be
exercised by the Optionee in whole at any time or in part from time to time
prior to the surrender for termination, expiration or other termination of such
Option. Each Option shall expire and cease to be exercisable after the day prior
to the tenth anniversary of the date of granting thereof.
 
     5. The aggregate number of shares of Stock under any Option or Options
granted hereunder to any Optionee in any calendar year may not exceed 150,000.
 
     6. No Option shall be assignable or transferable by an Optionee except in
the event of the death of such Optionee, nor shall any Option be exercisable
during the lifetime of the Optionee except by such Optionee. Subject to the
provisions of paragraph 8 below, in the event of death, while in the employ of
the Company, of any Optionee to whom an Option was originally granted, such
option shall remain exercisable (unless such Option shall sooner be surrendered
or expire) for one year after the date of death of such original Optionee, but
only (a) by the person or persons to whom the right to exercise such Option
shall have passed by will or the laws of descent and distribution, and (b) if
and to the extent that such Option shall have been exercisable by such original
Optionee at such date of death. At the end of the aforesaid period, such Option
(unless it shall sooner have been surrendered for termination or have expired)
shall terminate and cease to be exercisable.
 
     7. In the event that any Optionee to whom an Option was originally granted
shall cease to be employed with the Company for any reason other than death,
disability, retirement or other reasons determined by the Committee in its sole
discretion, each Option theretofore granted to such Optionee shall forthwith
upon such cessation of employment terminate and cease to be exercisable. Subject
to the provisions of paragraph 8 below, in the event that any Optionee to whom
an Option was originally granted shall cease to be employed by the Company due
to disability, retirement or other reasons determined by the Committee in its
sole discretion, each Option theretofore granted to such Optionee shall remain
exercisable for three months after the date of such cessation of employment, but
only (a) by such original Optionee or by the person or persons to whom the right
to exercise such Option shall have passed by will or the laws of descent and
distribution, and (b) if and to the extent that

<PAGE>   52
 
such Option was exercisable by such original Optionee at such date of cessation
of employment. At the end of the aforesaid period, such Option (unless it shall
sooner have been surrendered for termination or have expired) shall terminate
and cease to be exercisable.
 
     8. Notwithstanding the provisions of the second sentence of paragraph 6 and
the second sentence of paragraph 7 above, (a) no Option shall in any event be
exercisable after the day prior to the tenth anniversary of the date of the
granting thereof, and (b) any Option for which accelerated exercisability,
authorized by the Committee pursuant to Article IV, paragraph 3 hereof, was in
effect at the date of the original Optionee's death or at the date of
termination of the Optionee's employment due to disability, retirement or
otherwise as may be determined by the Committee in its sole discretion, as the
case may be, shall be subject to the proviso to Article IV, paragraph 3.
 
                                   ARTICLE VI
 
                           STOCK APPRECIATION RIGHTS
 
     1. Stock Appreciation Rights may be granted to Optionees in the discretion
of the Committee upon such terms and conditions as the Committee may prescribe.
Each SAR shall be granted in connection with and shall relate to all or part of
a specific Option simultaneously or previously granted under the Plan. In the
discretion of the Committee, an SAR may be granted at any time prior to the
exercise, expiration or termination of the option related thereto, and may be
modified at any time the related Option is modified.
 
     2. Upon exercise of a Stock Appreciation Right, the Optionee shall be
entitled to receive (a) shares of Stock having a Fair Market Value at the date
of exercise, or (b) cash in the amount of such Fair Market Value, or (c) a
combination of shares of Stock and cash equal in the aggregate to such Fair
Market Value, equivalent to all or part of the difference between the aggregate
exercise price of the portion of the related Option which is being surrendered
for termination and the Fair Market Value at such date of the shares of Avnet's
Common Stock for which such SAR is being exercised.
 
     3. Each Stock Appreciation Right shall be exercisable on such dates or
during such periods as may be determined by the Committee, provided that no SAR
shall be exercisable at a time when the Option related thereto could not be
exercised nor may it be exercised with

<PAGE>   53
 
respect to a number of shares in excess of the number for which such Option
could then be exercised.
 
     4. A Stock Appreciation Right may be exercised only upon surrender by the
Optionee, for termination, of the portion of the related Option which is then
exercisable to purchase the number of shares for which the Stock Appreciation
Right is being exercised. Shares covered by the terminated Option or portion
thereof shall not be available for subjection to other Options under the Plan.
 
     5. The Committee may impose any other conditions upon the exercise of Stock
Appreciation Rights, which conditions may include a condition that any
particular SARs or any class of SARs may only be exercised in accordance with
rules adopted by the Committee from time to time. Such rules may govern the
right to exercise SARs granted prior to the adoption or amendment of such rules
as well as SARs granted thereafter.
 
     6. The Committee may at any time amend, terminate or suspend any Stock
Appreciation Right theretofore granted under this Plan, provided that the terms
of any SAR after any amendment shall conform to the provisions of the Plan. Each
SAR shall terminate and cease to be exercisable upon the termination (other than
a termination required in connection with exercise of the SAR) or expiration of
the Option related thereto.
 
                                  ARTICLE VII
 
                        ADDITIONAL TERMS AND PROVISIONS
 
     1. The Committee shall, promptly after the granting of any Option or Stock
Appreciation Right to an Eligible Employee or the modification of any
outstanding Option or SAR, cause such Eligible Employee or the Optionee to be
notified of such action and shall cause Avnet to deliver to such Eligible
Employee an Option Agreement (which Option Agreement is to be signed on behalf
of Avnet by an officer of Avnet with appropriate authorization therefor)
evidencing the Option so granted or modified and the terms and conditions
thereof and including (when appropriate) an addendum evidencing the SAR so
granted or modified and the terms and conditions thereof.
 
     2. The date on which the Committee approves the granting of any Option or
Stock Appreciation Right, or approves the modification of any outstanding Option
or SAR, shall be

<PAGE>   54
 
deemed the date on which such Option or SAR is granted or modified, regardless
of the date on which the Option Agreement evidencing the same is executed.
 
     3. To the extent that any Option or Stock Appreciation Right shall have
become exercisable as provided in Article V or Article VI above, such Option or
SAR may be exercised by the Optionee at any time and from time to time by
written notice to Avnet stating the number of shares of Stock with respect to
which such Option or SAR is being exercised, accompanied (as to an Option
exercise) by payment in full therefor as prescribed below and (as to an SAR
exercise) by an instrument effecting surrender for termination of the relevant
portion of the Option related thereto. As soon as practicable after receipt of
such notice, Avnet shall, without requiring payment of any transfer or issue tax
by the Optionee, deliver to the Optionee, at the principal office of Avnet (or
such other place as Avnet may designate), a certificate or certificates
representing the shares of Stock acquired upon such exercise; provided, however,
that the date for any such delivery may be postponed by Avnet for such period as
it may require, in the exercise of reasonable diligence (a) to register the
shares of Stock so purchased (together with any part or all of the balance of
the shares of Stock which may be delivered pursuant to the exercise of Options
and/or Stock Appreciation Rights) under the Securities Act of 1933, as amended,
and/or to obtain the opinions of counsel referred to in clauses (B) and (E) of
paragraph 7 below, and (b) to comply with the applicable listing requirements of
any national securities exchange or with any other requirements of law. If any
Optionee shall fail to accept delivery of all or any part of the shares of Stock
with respect to which such Option or SAR is being exercised, upon tender
thereof, the right of such Optionee to exercise such Option and the related SAR,
or to exercise such SAR and the related Option, with respect to such unaccepted
shares may, in the discretion of the Committee, be terminated. For purposes of
this paragraph 3, payment upon exercise of an Option may be made (i) by check
(certified, if so required by Avnet) in the amount of the aggregate exercise
price of the portion of the Option being exercised, or (ii) in the form of
certificates representing shares of Stock (duly endorsed or accompanied by
appropriate stock powers, in either case with signature guaranteed if so
required by Avnet) having a Fair Market Value, at the date of receipt by Avnet
of such certificates and the notice above mentioned, equal to or in excess of
such aggregate exercise price, or (iii) by a combination of check and
certificates for shares of Stock.
 
     4. Notwithstanding paragraph 3 of this Article VII, upon each exercise of
an Option, the Optionee shall pay to Avnet an amount required to be withheld
under applicable income

<PAGE>   55
 
tax laws in connection with such exercise. An Optionee whose transactions in
Common Stock are subject to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 (the "Act") may, in the discretion of the Committee and
subject to any rules as the Committee may adopt, elect to satisfy such
obligation, in whole or in part, by electing to have Avnet withhold shares of
Stock having a Fair Market Value equal to the amount required to be so withheld
(an "Election"). The Fair Market Value of a share of Stock shall be the Fair
Market Value on the date that the amount to be withheld is determined (the "Tax
Date"). An Optionee shall pay Avnet in cash for any fractional share that would
otherwise be required to be withheld. Each Election with respect to the exercise
of an Option shall be subject to the following restrictions:
 
          (A) The Election must be made on or prior to the Tax Date;
 
          (B) The Election shall be irrevocable;
 
          (C) The Election is subject to the disapproval of the Committee;
 
          (D) An Election by an Optionee may not be made within six months of
     the grant of the Option with respect to which such Election is made;
     provided, however that this restriction shall not apply in the event that
     the Optionee shall die or become disabled prior to the expiration of such
     six-month period; and
 
     5. The Plan shall not confer upon any Eligible Employee or upon any
Optionee any right with respect to continuance of employment by the Company, nor
shall it interfere in any way with his or her right, or the Company's right, to
terminate his or her employment at any time.
 
     6. No Optionee shall acquire or have any rights as a shareholder of Avnet
by virtue of any Option or any SAR until the certificates representing shares of
Stock issued pursuant to the exercise of such Option or SAR are delivered to
such Optionee in accordance with the terms of the Plan, but the rights as a
shareholder of record as of the date of giving notice of the exercise of such
Option or SAR and making delivery to Avnet of the funds, certificates and/or
other instruments as provided in paragraph 3 above.
 
     7. While it is Avnet's present intention to register under the Securities
Act of 1933, as amended, the shares of Stock which may be delivered pursuant to
the exercise of Options and/or Stock Appreciation Rights granted under the Plan,
nevertheless, any provisions in

<PAGE>   56
 
this Plan to the contrary notwithstanding, Avnet shall not be obligated to sell
or deliver any shares of Stock pursuant to the exercise of any Option or any SAR
unless (A) (i) such shares have at the time of such exercise been registered
under the Securities Act of 1933, as amended, (ii) no stop order suspending the
effectiveness of such registration statement has been issued and no proceedings
therefor have been instituted or threatened under said Act, and (iii) there is
available at the time of such exercise a prospectus containing certified
financial statements and other information meeting the requirements of Section
10(a)(3) of said Act, or (B) Avnet shall have received from its counsel an
opinion that registration of such shares under said Act is not required, (C)
such shares are at the same time of such exercise, or upon official notice of
issuance will be, listed on each national securities exchange on which the Stock
is then listed, (D) the prior approval of such sale has been obtained from any
State regulatory body having jurisdiction (but nothing herein contained shall be
deemed to require Avnet to register or qualify as a foreign corporation in any
State nor, except as to any matter or transaction relating to the sale or
delivery of such shares, to consent to service of process in any State), and (E)
Avnet shall have received an opinion from its counsel with respect to compliance
with the matters set forth in clauses (A), (C), and (D) above.
 
                                  ARTICLE VIII
 
                   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
 
     1. In the event that the Stock shall be split up, divided or otherwise
reclassified into or exchanged for a greater or lesser number of shares of Stock
or into shares of Common Stock and/or any other securities of Avnet by reason of
recapitalization, reclassification, stock split or reverse split, combination of
shares or other reorganization, the term "Stock" as used herein shall thereafter
mean the number and kind of shares or other securities into which the Stock
shall have been so split up, divided or otherwise reclassified or for which the
Stock shall have been so exchanged; and the remaining number of shares of Stock
which may, in the aggregate, thereafter be delivered pursuant to the exercise of
Options and/or Stock Appreciation Rights (as specified in paragraph 1 of Article
III hereof) and the remaining number of shares of Stock which may thereafter be
delivered pursuant to the exercise of any Options and/or Stock Appreciation
Rights then outstanding shall be correspondingly adjusted. In the event that any
dividend payable in shares of Stock is paid to the holders of

<PAGE>   57
 
outstanding shares of Stock, the remaining number of shares of Stock which may,
in the aggregate, thereafter be delivered pursuant to the exercise of Options
and/or Stock Appreciation Rights (as specified in paragraph 1 of Article III
hereof) and the remaining number of shares of Stock which may thereafter be
delivered pursuant to the exercise of any Options and/or Stock Appreciation
Rights then outstanding shall be increased by the percentage which the number of
shares of Stock so paid as a dividend bears to the total number of shares of
Stock outstanding immediately prior to the payment of such dividend.
 
     2. In the event that the Stock shall be split up, divided or otherwise
reclassified or exchanged as provided in the preceding paragraph, the purchase
price per share of Stock upon exercise of outstanding Options shall be
correspondingly adjusted.
 
     3. Anything in this Article VIII to the contrary notwithstanding, in the
event that, upon any adjustment made in accordance with paragraph 1 above, the
remaining number of shares of Stock which may thereafter be delivered pursuant
to the exercise of any Option or Stock Appreciation Right then outstanding shall
include a fractional share of Stock, such fractional share of Stock shall be
disregarded for all purposes of the Plan and the Optionee holding such Option or
SAR shall become entitled neither to purchase the same nor to receive cash or
scrip in payment therefor or in lieu thereof.
 
                                   ARTICLE IX
 
                      AMENDMENT OR TERMINATION OF THE PLAN
 
     The Board of Directors may amend the Plan from time to time as the Board
may deem advisable and in the best interests of Avnet and may terminate the Plan
at any time (except as to Options and Stock Appreciation Rights then outstanding
hereunder); provided, however, that unless approved by the affirmative vote of a
majority of the outstanding shares of capital stock of Avnet entitled to vote
thereon, at a meeting of the shareholders of Avnet duly called and held for that
purpose, no amendment to the Plan shall be adopted which shall (a) affect the
composition or functioning of the Committee, (b) increase the aggregate number
of shares of Stock which may be delivered pursuant to the exercise of Options
and SARs, (c) decrease the minimum purchase price per share of Stock (in
relation to the Fair Market Value thereof at the respective dates of grant) upon
the exercise of Options, or (d) extend the period within which an Option is
exercisable or to the extent to which an SAR is exercisable, or the termination
date of the Plan.

<PAGE>   58
 
   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/A
                             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>   59
 
                                    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.
 
I
TEM 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.
 
I
TEM 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.
 
I
TEM 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>   60
 
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.
 
I
TEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable -- no securities are to be reoffered or resold pursuant to
this Registration Statement.
 
I
TEM 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>

 
I
TEM 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>   61
 
          (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>   62
 
                                   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>   63
 
                               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>   64
 
                                                                     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>   65
 
                                                                    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>   66
 
                                                                    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>   67
 
                               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>   68
 
                               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>   69
 
                               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>   70
 
                               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>   71
 
                               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>   72
 
                               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>   73
 
                               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>   74
 
                               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>   75
 
                               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>   76
 
                               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>   77
 
                               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>   78
 
                       AVNET EMPLOYEE STOCK PURCHASE PLAN

<PAGE>   79
 
                                  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>   80
 
                       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>   81
 
                       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>   82
 
     (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>   83
 
           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>   84
 
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>   85
 
           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>   86
 
           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>   87
 
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

<PAGE>   88
                      SECOND EMPLOYMENT EXTENSION AGREEMENT

         This Second Employment Extension Agreement made this 1st day of June,
1995 by and between Leon Machiz residing at 5 Hamptworth Court, Kings Point, New
York 11024 ("Machiz") and Avnet, Inc., a New York corporation with offices at 80
Cutter Mill Road, Great Neck, New York 11021 (the "Corporation").

                              W I T N E S S E T H :

         WHEREAS, on February 28, 1990 the parties entered into a written
employment agreement wherein and whereby the Corporation and Machiz agreed that
Machiz would be employed by the Corporation for a period of five years
commencing as of July 1, 1989 and terminating June 30, 1994 (the "Employment
Agreement"); and

         WHEREAS, on November 29, 1993 the parties entered into an employment
extension agreement wherein and whereby the Corporation and Machiz agreed that
Machiz' employment by the Corporation would be extended for an additional period
of two years through June 30, 1996 (the "Employment Extension Agreement"); and

         WHEREAS, the parties are desirous of continuing the employment of
Machiz by the Corporation beyond June 30, 1996 and for approximately two
additional years through June 26, 1998 under the terms and conditions
hereinafter set forth;

         NOW, THEREFORE, in consideration of the sum of $1.00 each to the other
and in hand paid, the receipt whereof is hereby acknowledged and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

1.       The Employment Agreement, as modified and extended by the Employment
         Extension Agreement, shall be extended for an additional period of
         approximately two years from July 1, 1996 through June 26, 1998 (the
         "Second Extension").

2.       The Second Extension shall be on the same terms and conditions as are
         set


                                       1

<PAGE>   89



         forth in the Employment Agreement as modified by the Employment
         Extension Agreement; provided, however, that (i) the date "June 30,
         1996" as it appears in Paragraphs 2 and 5 of the Employment Agreement
         as modified by the Employment Extension Agreement shall be changed to
         read "June 26, 1998" and the "Date of Termination of Full-Time
         Employment" with respect to Machiz shall mean June 26, 1998 (or the
         earlier of Machiz" death or termination of the Employment Agreement, as
         previously and as hereby extended, pursuant to Paragraph 5 thereof);
         (ii) the date "June 30, 2001" in Paragraphs 7, 8(a) and 8(d) of the
         Employment Agreement as previously modified by the Employment Extension
         Agreement shall be changed further to read "June 27, 2003".

3.       Notwithstanding anything to the contrary contained herein or therein,
         the Corporation's obligation to make payments to Machiz for incentive
         compensation pursuant to Paragraph 4(b) of the Employment Agreement
         with respect to the two fiscal years during this Second Extension
         (namely, the fiscal years ending June 27, 1997 and June 26, 1998
         respectively) shall be subject to and contingent upon the approval by
         the Shareholders of the Corporation at the Annual Meeting of
         Shareholders to be held on November 15, 1995 (or at any adjournments
         thereof) of an incentive compensation program covering such payments.
         In the event the Shareholders approve an incentive compensation program
         covering such payments, then the provisions of Paragraph 4(b) of the
         Employment Agreement, including the time for payment provisions
         therein, shall apply fully with respect to this Second Extension. The
         provisions of paragraph 3 of the Employment Extension Agreement, which
         deferred the payment of incentive compensation payments to Machiz
         during the period covered by the Employment Extension Agreement,

                                       2



<PAGE>   90



         shall not apply to this Second Extension.

4.       The second sentence of paragraph 3 of the Employment Extension
         Agreement shall be changed to read as follows: "Any portion of the
         'additional amounts' which are deferred beyond the date when such
         'additional amounts' would otherwise be payable to Machiz pursuant to
         paragraph 4(b) of the Employment Agreement shall accrue interest at a
         rate, to be calculated monthly, equal to the prime rate charged by
         Chase Manhattan Bank, New York City, to its best corporate customers."

5.       All benefits earned by Machiz under the Employment Agreement and the
         Employment Extension Agreement shall remain in full force and effect
         and shall not be modified, cancelled or terminated under any
         circumstance.

6.       The consulting arrangement described in Paragraph 7 of the Employment
         Agreement (the "Consulting Agreement") is non-cancelable and shall
         remain in full force and effect. In the event a new employment
         agreement is not entered into by the parties by June 26, 1998 for any
         reason other than Machiz' death or his prior exercise of his right to
         terminate his full-time employment as provided in Paragraph 5 of the
         Employment Agreement, the Consulting Agreement shall take effect on
         June 27, 1998 and terminate on June 27, 2003.

7.       This Second Employment Extension Agreement shall be governed by and
         construed and interpreted in accordance with the laws of the State of
         New York, other than the conflicts of laws principles thereof.

8.       This Second Employment Extension Agreement, together with the
         Employment Agreement and the Employment Extension Agreement it
         modifies, contains the entire agreement of the parties with respect to
         the subject matter herein and no waiver, modification or change of any
         of its provisions shall be

                                        3



<PAGE>   91



         valid unless in writing and signed by the party against whom such
         claimed waiver, modification or change is sought to be enforced.

9.       All notices pursuant hereto shall be given by registered or certified
         mail, return receipt requested, addressed to the parties hereto at the
         addresses set forth above, or to such other addresses as may hereafter
         be specified by notice in writing in the same manner by any party or
         parties.

10.      In the event there are any terms and conditions of the Employment
         Agreement or the Employment Extension Agreement which conflict with the
         terms and conditions of this Second Employment Extension Agreement, the
         terms and conditions of this Second Employment Extension Agreement
         shall supersede such terms and conditions of the Employment Agreement
         and the Employment Extension Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first set forth above.

                                                   AVNET, INC.

                                             By: /s/ Raymond Sadowski
                                                 ------------------------------
                                                     Raymond Sadowski
                                                     Senior Vice President and
                                                     Chief Financial Officer

                                                 /s/ Leon Machiz
                                                 ------------------------------
                                                     Leon Machiz

A copy of the Employment Agreement referred to herein is attached hereto as
Exhibit A and a copy of the Employment Extension Agreement referred to herein is
attached hereto as Exhibit B.

                                        4



<PAGE>   92



                                                                  EXHIBIT 10.2


                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

         This amendment, dated June 1, 1995, between AVNET, INC., a New York
corporation with its principal place of business at 80 Cutter Mill Road, Great
Neck, NY 11021 (the "Corporation") and ROY VALLEE, residing at 18 Pony Lane,
Rolling Hills, CA 90270 ("Employee").

                              W I T N E S S E T H :

         WHEREAS, the Corporation and Employee entered into an Employment
Agreement effective July 1, 1992 (the "Agreement"); and 

         WHEREAS, the parties modified the Agreement by an Amendment to 
Employment Agreement effective as of July 1, 1992; and 

         WHEREAS, the parties further modified the Agreement by a Second 
Amendment to Employment Agreement effective as of July 1, 1993; and

         WHEREAS, the parties now desire to further modify the Agreement
effective July 1, 1995 in accordance herewith; 

         NOW, THEREFORE, the parties agree that the following changes shall be 
made to the Agreement:

         1. The "Term" of the Agreement as defined in paragraph "2" of the
Agreement shall be extended through June 26, 1998.

         2. The references in paragraph "3" of the Agreement to Employee
performing the duties of "President and Chief Operating Officer" shall be
changed to "Vice Chairman, President and Chief Operating Officer".

         3. The definition of "Year" in paragraph "4(a)" of the Agreement shall
be changed to mean the fiscal year of the Corporation, which, beginning with

                                       1

<PAGE>   93

fiscal year 1995, ends at the close of business on the Friday closest to
June 30.

         4. Paragraph "5(a)" of the Agreement, as previously modified, shall be
further modified to add Employee's base compensation for the Years ending
June 28, 1996, June 27, 1997 and June 26, 1998, as follows:


<TABLE>
<S>                                        <C>                <C>     
  "Year ending June 28, 1996                  -                $600,000
   Year ending June 27, 1997                  -                $600,000
   Year ending June 26, 1998                  -                $600,000"
</TABLE>


         5. A new paragraph "5(g)" shall be added to the Agreement to cover
Employee's incentive compensation for the Years ending June 28, 1996, June 27,
1997 and June 26, 1998 as follows:

         "(g) The incentive compensation described in paragraph "5(b)" shall be
of no force or effect with respect to the Years ending June 28, 1996, June 27,
1997 and June 26, 1998. Subject to and contingent upon the approval by the
Shareholders of the Corporation of an incentive compensation program covering
Employee at the Annual Meeting of Shareholders to be held on November 15, 1995
(or at any adjournments thereof) for the Years ending June 28, 1996, June 27,
1997 and June 26, 1998, the Corporation shall also pay performance based
incentive compensation to the Employee which shall be calculated and aggregated
as the sum of the following:

                  (i)      One Thousand Dollars ($1,000) for each one cent
                           ($.01) of Annual Earnings Per Share over $1.00 and up
                           to $2.00; plus

                  (ii)     Two Thousand Dollars ($2,000) for each one cent
                           ($.01) of Annual Earnings Per Share over $2.00 and up
                           to $3.00; plus

                  (iii)    Three Thousand Dollars ($3,000) for each one cent
                           ($.01) of Annual Earnings Per Share over $3.00 and up
                           to $4.00; plus

                  (iv)     Four Thousand Dollars ($4,000) for each one cent
                           ($.01) of 

                                       2

<PAGE>   94

 
                           Annual Earnings Per Share over $4.00 and up to $5.00;
                           plus

                  (v)      Five Thousand Dollars for each one cent ($.01) of
                           Annual Earnings Per Share over $5.00.


                  By way of example, consider the following hypothetical
                  circumstance:

                          In the event Annual Earnings Per Share were determined
                          in the Year ending June 28, 1996 to be $3.50, then
                          Employee would be entitled to $450,000 of incentive
                          compensation ($1,000 times 100 plus $2,000 times 100
                          plus $3,000 times 50)."

         Paragraph "5(b)" shall continue to apply to Years ending prior to
July 1, 1995.

         6. Paragraph "6(a)" of the Agreement shall be modified to read as
follows:

         "The Corporation and Employee agree that if Employee becomes
permanently and totally disabled (as hereinafter defined) on or prior to June
26, 1998, then for and during the entire period of such disability commencing
with the onset of such disability through the earlier of the date of cessation
of such disability or the date of Employee's death, the Corporation shall pay to
Employee a disability benefit in the annual amount determined as set forth in
Paragraph 6(a)(ii) below.

         (a)(i) The term "permanently and totally disabled", as used herein,
shall mean that Employee has been totally disabled by injury or illness (mental
or physical) as a result of which he is prevented from further performance of
the duties of Vice Chairman, President and Chief Operating Officer of the
Corporation and that such disability is likely to be permanent and continuous
during the remainder of Employee's life. Any determination as to whether or when
Employee has become or has ceased to be permanently and totally disabled shall,
in the 

                                       3

<PAGE>   95

event of a dispute, be made by the American Arbitration Association in New York
City. After a determination by agreement of the parties, or by the American
Arbitration Association, either before or after June 26, 1998, that Employee's
permanent and total disability, or the onset of such permanent and total
disability, occurred before June 26, 1998, then payments due pursuant to this
paragraph 6 shall commence two (2) months after such determination. Prior to the
commencement of the payments due pursuant to this paragraph 6, Employee shall be
paid the full amounts due pursuant to paragraph 5 above.

         (ii) The annual amount payable to Employee as a disability benefit
hereunder shall be Two Hundred Fifty Thousand ($250,000) Dollars to be paid in
equal semi-monthly installments. If, during the period during which Employee is
permanently and totally disabled, he nevertheless voluntarily renders any
advisory or consulting services to the Corporation, Employee shall be entitled
to reimbursement of travel and other expenses incurred on the Corporation's
behalf in connection with any consulting and advisory services he renders to the
Corporation, upon presentation of vouchers or other evidence thereof. Further,
if Employee shall be able to serve as, and shall be elected, a director of the
Corporation or of any one or more of the Corporation's subsidiaries, affiliates
or divisions, he shall serve without additional compensation therefor.

         (iii) From and after the commencement of payment by the Corporation of
the amounts provided for in this paragraph 6, the provisions of paragraphs 2, 3,
4, 5, and 6 of the Agreement shall be of no further force or effect, but the
provisions of paragraphs 7 through 15, inclusive, of this Agreement shall
continue as in effect on the last day prior to such commencement; provided, that
any amounts accrued and payable to Employee immediately prior to applicability
of this paragraph shall remain payable to Employee and shall not be affected by

                                       4

<PAGE>   96


the provisions hereof."

         7. For the sake of clarification, the term "extraordinary items of
profit or loss"" in paragraph 4(b) of the Agreement shall include unusual and/or
infrequent items, which items are also either (a) material in the sense of being
equal to at least 5% of the Corporation's pre-tax income for the applicable
fiscal year or (b) required to be disclosed separately or by footnote in the
Corporation's financial statements for the applicable fiscal year as filed with
the Corporation's Annual Report on Form 10-K.

         8. It is understood that the second and third sentences of paragraph
5(e) of the Agreement relating to options to be granted to Employee do not apply
to the Years ending June 28, 1996, June 27, 1997 and June 26, 1998.

         9. The reference to "June 30, 1995" in paragraphs 5(f) and 6(c) of the
Agreement shall be changed to mean June 26, 1998. 

         10. The provisions of the Amendment to Employment Agreement with
respect to the award of stock options shall apply only to Fiscal Years 1993,
1994, and 1995.

         11. All other provisions of the Agreement as previously amended and
modified shall remain in full force and effect. This Third Amendment to
Employment Agreement, together with the Employment Agreement as previously
modified, contains the entire agreement of the parties with respect to the
subject matter herein and no waiver, modification or change of any of its
provisions shall be valid unless in writing and signed by the party against whom
such claimed waiver, modification or change is sought to be enforced.

         12. In the event there are any terms and conditions of the Employment
Agreement as previously modified which conflict with the terms and conditions of
this Third Amendment to Employment Agreement, the terms and conditions of this

                                       5

<PAGE>   97


Third Amendment to the Employment Agreement shall supersede such terms and
conditions of the Employment Agreement as previously modified.

         13. All notices pursuant hereto shall be given by registered or
certified mail, return receipt requested, addressed to the parties hereto at the
addresses set forth above, or to such other addresses as may hereafter be
specified by notice in writing in the same manner by any party or parties.

                                    AVNET, INC.


                                    /s/ Leon Machiz
                                    ------------------------------------
                                    LEON MACHIZ, Chief Executive Officer


                                    /s/ Roy Vallee
                                    ------------------------------------
                                    ROY VALLEE

                                        6