<PAGE>   1
 
                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the Registrant [X]
 
Filed by a Party other than the Registrant [ ]
 
Check the appropriate box:
 
   

<TABLE>
<S>                                             <C>
[ ]  Preliminary Proxy Statement                [ ]  Confidential, for Use of the Commission
                                                Only (as permitted by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2
</TABLE>

    
 
                                  Avnet, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
[X]  No fee required.
 
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
 
     (1)  Title of each class of securities to which transaction applies:
 
        ------------------------------------------------------------------------
 
     (2)  Aggregate number of securities to which transaction applies:
 
        ------------------------------------------------------------------------
 
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
 
        ------------------------------------------------------------------------
 
     (4)  Proposed maximum aggregate value of transaction:
 
        ------------------------------------------------------------------------
 
     (5)  Total fee paid:
 
        ------------------------------------------------------------------------
 
[ ]  Fee paid previously with preliminary materials.
 
[ ]  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 registration 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:
 
        ------------------------------------------------------------------------

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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
    
   
                            ------------------------
    
 
   
                    TO BE HELD WEDNESDAY, NOVEMBER 19, 1997
    
 
   
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 Waldorf-Astoria, 301
Park Avenue, New York, New York 10022, on Wednesday, November 19, 1997 at 10:30
A.M. Eastern Standard Time, for the following purposes:
 
          1. To elect twelve directors to serve until the next Annual Meeting
             and until their successors have been elected and qualified.
 
          2. To consider a proposal to approve and adopt the Avnet 1997 Stock
             Option Plan.
 
          3. To consider a proposal to authorize an amendment to the Certificate
             of Incorporation of Avnet increasing the number of authorized
             shares of Common Stock from 60,000,000 to 120,000,000.
 
          4. To consider a proposal to approve incentive compensation terms for
             a key executive.
 
          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 26, 1998.
 
   
          6. To take action with respect to such other matters as may properly
             come before the Annual Meeting or any adjournment thereof.
    
 
   
     The Board of Directors has fixed the close of business on October 3, 1997
as the record date for the Annual Meeting. Only holders of record of shares of
Avnet's Common Stock 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
 
   
                                                 DAVID R. BIRK
    
                                                 Secretary
 
O
ctober 10, 1997

<PAGE>   3
 
                                  AVNET, INC.
                              80 CUTTER MILL ROAD
                           GREAT NECK, NEW YORK 11021
 
                            ------------------------
 
                                PROXY STATEMENT
                             DATED OCTOBER 10, 1997
                            ------------------------
 
   
                       FOR ANNUAL MEETING OF SHAREHOLDERS
    
   
                          TO BE HELD NOVEMBER 19, 1997
    
 
     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 19, 1997, 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 10, 1997.
 
   
     Only holders of record of outstanding shares of Avnet's Common Stock at the
close of business on October 3, 1997 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 3, 1997 was 40,668,846, comprising all of Avnet's
capital stock outstanding as of that date.
    

<PAGE>   4
 
                             ELECTION OF DIRECTORS
 
     Twelve 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 twelve 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 20, 1996, except for J. Veronica Biggins, who was
appointed a director by the Board of Directors as of January 24, 1997. 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>
                                             YEAR FIRST    PRINCIPAL OCCUPATION DURING LAST
                                             ELECTED A          FIVE YEARS; ALSO OTHER
                NAME                   AGE    DIRECTOR               DIRECTORSHIPS
- -------------------------------------  ---   ----------   -----------------------------------
<S>                                    <C>   <C>          <C>
Eleanor Baum(a)(b)...................  57       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. Since January 1997,
                                                          President of the Accreditation
                                                          Board for Engineering and
                                                          Technology and Vice Chairman, New
                                                          York Academy of Sciences.
Gerald J. Berkman(a)(b)(c)...........  71       1989      Retired Senior Partner of Berkman &
                                                          Leff, stock brokers; stock
                                                          specialist, American Stock
                                                          Exchange.
J. Veronica Biggins..................  51       1997      Partner (since March 1995) at
                                                          Heidrick & Struggles, an executive
                                                          search firm; also a Director of
                                                          National Data Corporation, Cameron
                                                          Asley Building Products, Inc.,
                                                          Morrison Fresh Cooking, Inc.;
                                                          Chairman of the Czech and Slovak
                                                          American Enterprise Development
                                                          Fund, which is funded by the U. S.
                                                          Government SEED Act; prior thereto,
                                                          Assistant to the President of the
                                                          United States and Director of
                                                          Presidential Personnel at the White
                                                          House (from January 1994 until
                                                          February 1995); and an Executive
                                                          Vice President of NationsBank (with
                                                          the bank from June 1974 through
                                                          January 1994).
- ---------------
(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(c) Member of the Executive Incentive and Compensation Committee.
</TABLE>

    
 
                                        3

<PAGE>   6
 
   

<TABLE>
<CAPTION>
                                             YEAR FIRST    PRINCIPAL OCCUPATION DURING LAST
                                             ELECTED A          FIVE YEARS; ALSO OTHER
                NAME                   AGE    DIRECTOR               DIRECTORSHIPS
- -------------------------------------  ---   ----------   -----------------------------------
<S>                                    <C>   <C>          <C>
Joseph F. Caligiuri(b)(c)............  69       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 The Titan Corporation
                                                          and PerImmune, Inc.
Ehud Houminer(a)(b)..................  57       1993      Professor and
                                                          Executive-in-Residence at Columbia
                                                          Business School, Columbia
                                                          University, New York, NY and (since
                                                          January 1996) a principal of Lear,
                                                          Yavitz and Associates, a management
                                                          consulting firm; previously an
                                                          executive of Philip Morris
                                                          Companies Inc., and consultant to
                                                          Bear Stearns & Co., Inc. (February
                                                          1992 through March 1995); also a
                                                          Director of various Dreyfus mutual
                                                          funds, Five Stars Food Service
                                                          Inc., and W&H Gidden Ltd. (London,
                                                          England).
Leon Machiz(b)(d)....................  73       1968      Chairman of the Board and Chief
                                                          Executive Officer of Avnet.
- ---------------
(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.
</TABLE>

    
 
                                        4

<PAGE>   7
 
   

<TABLE>
<CAPTION>
                                             YEAR FIRST    PRINCIPAL OCCUPATION DURING LAST
                                             ELECTED A          FIVE YEARS; ALSO OTHER
                NAME                   AGE    DIRECTOR               DIRECTORSHIPS
- -------------------------------------  ---   ----------   -----------------------------------
<S>                                    <C>   <C>          <C>
Salvatore J.Nuzzo(a)(b)(c)(d)........  66       1982      Chairman and CEO (since May 1996)
                                                          of Datron Inc., a manufacturer of
                                                          aerospace and defense products;
                                                          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;
                                                          Director (since March 1997) of
                                                          Gitchaer Systems, Inc.; prior to
                                                          March 1994, Chairman of the Board
                                                          (from March 1991) and Chief
                                                          Executive Officer (from March 1991
                                                          until December 1992) of Technautics
                                                          Corporation, a manufacturer of
                                                          defense/aerospace products.
Frederic Salerno(b)(c)(d)............  54       1993      Senior EVP & CFO/Strategy &
                                                          Business Development and a Director
                                                          of Bell Atlantic (since August
                                                          1997), the successor company of the
                                                          NYNEX Corporation/Bell Atlantic
                                                          merger; previously Director and
                                                          Vice Chairman of the Board of NYNEX
                                                          Corporation, a telecommunications
                                                          company (from March 1991 to July
                                                          1997); President of NYNEX
                                                          Corporation's Worldwide Services
                                                          Group (from March 1991 to March
                                                          1994); also a director of Bear
                                                          Stearns & Co., Inc., Telecom Asia
                                                          (an affiliate of NYNEX), Viacom
                                                          Inc., Orange and Rockland
                                                          Utilities, Inc. and Avenor, Inc.
- ---------------
(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.
</TABLE>

    
 
                                        5

<PAGE>   8
 
   

<TABLE>
<CAPTION>
                                             YEAR FIRST    PRINCIPAL OCCUPATION DURING LAST
                                             ELECTED A          FIVE YEARS; ALSO OTHER
                NAME                   AGE    DIRECTOR               DIRECTORSHIPS
- -------------------------------------  ---   ----------   -----------------------------------
<S>                                    <C>   <C>          <C>
David Shaw...........................  71       1990      Consultant to Avnet; previously
                                                          Senior Vice President (retired June
                                                          1993) of Avnet and an executive
                                                          officer of Avnet's Electronic
                                                          Marketing Group.
Roy Vallee(b)(d).....................  45       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 Electronics
                                                          division.
Keith Williams.......................  49       1994      Senior Vice President of Avnet
                                                          (since November 1993) and President
                                                          of Avnet's International Electronic
                                                          Marketing 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).
Frederick S. Wood(a)(b)(c)(d)........  69       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 1997: 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 five times in fiscal 1997.
 
     The Executive Incentive and Compensation Committee administers Avnet's
stock option plans and incentive stock program and is responsible for reviewing
and approving compensation of the Chief Executive Officer, the four other most
highly paid executive officers and other executives whose total cash
compensation is greater than $500,000 per year. The Executive Incentive and
Compensation Committee met three times in fiscal 1997.
 
     The Nominating Committee is charged with considering, screening and
recommending to the Board of Directors appropriate candidates for nomination to
be elected and/or re-elected as directors of Avnet by the shareholders of Avnet
or 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 twice in fiscal 1997.
 
     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 six times in fiscal 1997.
 
                                        7

<PAGE>   10
 
     During fiscal 1997, each incumbent 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.
 

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 elected for the first time
prior to January 1997 other than Mr. Shaw receives an annual retainer fee of
$15,000 for serving on the Board. Each non-employee director elected for the
first time in or after January 1997 receives an annual retainer fee of $20,000
for serving on the Board. In addition, each non-employee director receives 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 elected for the
first time prior to January 1997 is $24,000. The maximum aggregate annual fee
for a non-employee director elected for the first time in or after January 1997
is $29,000. Each non-employee director other than Mr. Shaw 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
other than Mr. Shaw are awarded 300 shares of Avnet Common Stock upon their
re-election each year; provided that the value of such shares at the time of
delivery may not exceed $24,000. Additionally, under the Avnet Deferred
Compensation Plan for Outside Directors, which was approved by the shareholders
at the 1996 Annual Meeting, all fees payable in cash, other than meeting fees,
to a non-employee director of Avnet during a plan year for service as a member
of the Board of Directors or any committees thereof, may be deferred in the form
of cash or in Avnet Common Stock equivalent units known as "phantom share units"
or "PSUs". Fees deferred in the form of PSUs are translated into PSUs by
dividing the amount of fees deferred by the average market value of a share of
Avnet Common Stock. Compensation deferred as cash is credited at the end of each
calendar month with interest at a rate corresponding to the rate of interest on
U.S. Treasury 10-year Notes on the first day of that calendar month.
Compensation deferred under the Plan, and additional PSUs or interest credited
thereon, will be payable to a director (i) upon cessation of membership on
Avnet's Board of Directors, in ten annual installments or, at the director's
election (which must be made within twenty-four (24) months prior to the date on
which the director ceases to be a
    
 
                                        8

<PAGE>   11
 
member of the Board), in annual installments not exceeding ten or in a single
lump sum or (ii) upon a change in control of Avnet, in a single lump sum. PSUs
are payable in Avnet Common Stock with cash payment made for fractional shares.
In the event of the death of a director before receipt of all required payments,
all remaining payments shall be made to the director's designated beneficiary.
 
     In May 1996, the Board of Directors decided to terminate the Retirement
Plan for Outside Directors of Avnet, Inc. (the "Retirement Plan") with respect
to outside directors elected for the first time after May 21, 1996. Therefore,
while members of the Board of Directors as of May 21, 1996 are still entitled to
accrue benefits under the Retirement Plan, Board members elected for the first
time thereafter are not eligible to participate in the Retirement Plan. The
Retirement Plan provides 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 eligible
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 72 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.
 
     Avnet has a consulting agreement with David Shaw which expires on June 30,
1998. Mr. Shaw is paid $50,000 per annum for performing consulting and advisory
services for Avnet. In addition, Mr. Shaw receives 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
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.
 
                                        9

<PAGE>   12
 
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
 
   
     The following table sets forth information with respect to the Avnet Common
Stock beneficially owned at August 31, 1997 by each director of Avnet and by
each of the executive officers named in the Summary Compensation Table set forth
on page 13 (in each case, the number of shares represents less than 1% of
Avnet's outstanding common stock), 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 members,
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, 1997.
The table does not reflect undelivered awards of restricted stock under the
Avnet Incentive Stock Program. Also, the table does not include PSUs held for
the account of non-employee directors under the Deferred Compensation Plan for
Outside Directors (see "Compensation of Directors" above).
    
 
                                       10

<PAGE>   13
 
   

<TABLE>
<CAPTION>
                                                                 AMOUNT AND NATURE
                                                                   OF BENEFICIAL
NAME                                                                 OWNERSHIP
- ---------------------------------------------------------------  -----------------
<S>                                                              <C>
Eleanor Baum...................................................           950
Gerald J. Berkman..............................................           -0-
J. Veronica Biggins............................................           -0-
Joseph F. Caligiuri............................................         2,050(T,S)
Steven C. Church...............................................         3,891
                                                                       41,500(O)
Sylvester D. Herlihy...........................................         3,319
                                                                          246(T)
Ehud Houminer..................................................         2,800
Burton Katz....................................................         1,226
                                                                        8,750(O)
Leon Machiz....................................................        26,233
                                                                      181,250(O)
Salvatore J. Nuzzo.............................................         3,800
Frederic Salerno...............................................           800
David Shaw.....................................................        20,000
Roy Vallee.....................................................         3,924
                                                                        1,856(T,S)
                                                                      213,750(O)
Richard R. Ward................................................         4,093
                                                                       24,250(O)
Keith Williams.................................................         1,824
                                                                       42,500(O)
Frederick S. Wood..............................................         1,300(T)
Directors and Executive Officers as a Group (23 persons).......        93,017
                                                                        1,546(T)
                                                                        3,906(T,S)
                                                                      636,546(O)
                                                                      -------
                                                                      735,015[1.8% of the
                                                                             outstanding]
</TABLE>

    
 
- ---------------
(T) Shares owned by trusts and other entities as to which the person has the
    power to direct voting and disposition.
 
(S) Shares as to which the person shares voting and/or dispositive power with
    others.
 
(O) Shares issuable upon exercise of stock options.
 
                                       11

<PAGE>   14
 
     The only person or group known by Avnet to own more than 5% of the
outstanding shares of Avnet Common Stock is Sanford C. Bernstein & Co., Inc., a
registered investment advisor and broker/dealer, with offices at 767 Fifth
Avenue, New York, New York 10153. Information as to such beneficial ownership
was obtained from Schedule 13G dated January 30, 1997, filed with the Securities
and Exchange Commission by Sanford C. Bernstein & Co., Inc. which disclosed that
Sanford C. Bernstein & Co., Inc. was then beneficial owner of 4,067,944 shares
of Common Stock (approximately 9.4% of those then outstanding), including
2,073,900 shares as to which it had sole voting power, 530,206 shares as to
which it had shared voting power, and 4,067,944 shares as to which it had sole
dispositive power. Such filing further discloses that the shares were acquired
in the ordinary course of business and were not acquired for the purpose of, and
do not have the effect of, changing or influencing the control of Avnet, and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
 
  Section 16(a) Beneficial Ownership and Reporting Compliance
 
     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 1997 all such filing requirements were complied with in a timely
manner by all directors and executive officers, except that Joseph F. Caligiuri,
a director of the Company, did not timely file one report for a disposition by
gift of 250 shares of Common Stock to a family trust. The gift has since been
duly reported.
 
                                       12

<PAGE>   15
 
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 27, 1997:
 
                           SUMMARY COMPENSATION TABLE
 
   

<TABLE>
<CAPTION>
                                                               LONG-TERM COMPENSATION
                                                               -----------------------
                                        ANNUAL COMPENSATION    RESTRICTED  SECURITIES
                               FISCAL  ----------------------    STOCK     UNDERLYING      ALL OTHER
 NAME AND PRINCIPAL POSITION    YEAR     SALARY      BONUS     AWARDS(1)   OPTIONS(#)   COMPENSATION(2)
- ------------------------------ ------  ----------  ----------  ---------  ------------  ---------------
<S>                            <C>     <C>         <C>         <C>        <C>           <C>
Leon Machiz...................  1997   $1,000,000  $1,125,000  $275,100      225,000        $ 9,852
  Chairman of the Board and     1996    1,000,000   1,160,000   205,000           --          8,932
  Chief Executive Officer       1995    1,000,000     660,000   146,500      100,000          8,097
Roy Vallee....................  1997      600,000     700,000   189,623      100,000          1,048
  Vice Chairman, President and  1996      600,000     724,000   141,040       25,000            953
  Chief Operating Officer       1995      500,000     364,000   100,792      100,000         33,946
Steven C. Church..............  1997      360,000     262,260    98,250       20,000            995
  Senior Vice President         1996      300,000     241,229    76,875       15,000            920
                                1995      250,000     249,481    54,938           --            485
Richard Ward..................  1997      250,000     339,189    49,125       12,000          1,742
  Senior Vice President         1996      250,000     161,638    25,625        7,500          1,484
                                1995      250,000     102,297    18,313       10,000          1,326
Burton Katz...................  1997      265,000     189,210    68,775       10,000          1,948
  Senior Vice President         1996      250,000     158,854    63,550       10,000          1,676
                                1995      220,000     194,298    49,078       10,000         22,607
</TABLE>

    
 
- ---------------
(1) The dollar values of the restricted stock awards shown in this table are
    based on the closing price of a share of 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 1997 was
    as follows: Mr. Machiz -- 5,600 shares; Mr. Vallee -- 3,860 shares; Mr.
    Church -- 2,000 shares; Mr. Ward -- 1,000 shares; and Mr. Katz -- 1,400
    shares. These restricted shares vested and will vest in four equal
    installments in January 1997, 1998, 1999 and 2000. 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 Common Stock
    underlying such awards. The aggregate number of shares of allocated but
    undelivered restricted stock at Avnet's 1997 fiscal year-end (June 27, 1997)
    and the value of such shares (based on the closing price of a share of
    Common Stock on that date) are as follows: Mr. Machiz -- 7,200 shares
    ($430,200); Mr. Vallee -- 4,959 shares ($296,300); Mr. Church -- 2,625
    shares
 
                                       13

<PAGE>   16
 
    ($156,844); Mr. Ward -- 1,125 shares ($67,219); and Mr. Katz -- 2,005 shares
    ($119,799).
 
   
(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 page 16; in the case of Mr. Vallee, the figure for 1995
    includes the payment of $33,077 made in fiscal 1995 in respect of accrued
    but unused vacation; in the case of Mr. Katz, the figure for 1995 includes
    the payment of $21,348 made in fiscal 1995 in respect of accrued but unused
    vacation.
    
 
OPTIONS
 
     The following table sets forth information concerning grants of stock
options during Avnet's fiscal year ended June 27, 1997 to each of Avnet's
executive officers named in the Summary Compensation Table:
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 
   

<TABLE>
<CAPTION>
                                                                                      POTENTIAL REALIZABLE
                                         INDIVIDUAL GRANTS
                  ---------------------------------------------------------------           VALUE AT
                  NUMBER OF        TOTAL                                            ASSUMED ANNUAL RATES OF
                  SECURITIES      OPTIONS
                  UNDERLYING    GRANTED TO                   MARKET                  STOCK APPRECIATION FOR
                   OPTIONS       EMPLOYEES     EXERCISE     PRICE ON                      OPTION TERM
                   GRANTED          IN         PRICE PER    DATE OF     EXPIRATION  ------------------------
      NAME          (#)(1)      FISCAL YEAR      SHARE       GRANT        DATE          5%           10%
- ----------------- ----------    -----------    ---------    --------    ---------   ----------    ----------
<S>               <C>           <C>            <C>          <C>         <C>         <C>           <C>
Leon Machiz......   125,000         18.9%       $ 48.75      $48.75     9/17/2006   $3,833,000    $9,713,500
                    100,000         15.1          62.50       62.50     5/29/2007    3,931,300     9,962,500
Roy Vallee.......   100,000         15.1          48.75       48.75     9/17/2006    3,066,400     7,770,800
Steven C. Church.    20,000          3.0          48.75       48.75     9/17/2006      613,280     1,554,160
Richard Ward.....    12,000          1.8          48.75       48.75     9/17/2006      367,968       932,496
Burton Katz......    10,000          1.5          48.75       48.75     9/17/2006      306,640       777,080
</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.
 
                                       14

<PAGE>   17
 
     The following table sets forth information concerning exercises of stock
options during fiscal 1997 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............         --           --     225,000        300,000      $6,934,375     $ 2,825,000
Roy Vallee.............      1,200     $ 43,056     163,750        181,250       4,885,470       3,091,407
Steven C. Church.......         --           --      30,250         38,750         757,782         569,845
Richard Ward...........      7,500      262,525      15,625         23,875         383,203         354,234
Burton Katz............     11,000      506,000      16,250         23,750         376,407         356,094
</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 27, 1997 of $60.125 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. 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 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
remuneration exceeding $100,000 in any year. There is no direct deduction under
the Pension Plan for social security or other benefits.
 
                                       15

<PAGE>   18
 
     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...................................................       $  4,070(1)
Roy Vallee....................................................         77,340
Steven C. Church..............................................         46,000
Richard Ward..................................................         48,866
Burton Katz...................................................         55,865
</TABLE>

 
- ---------------
(1) This is Mr. Machiz's actual annual benefit accrual as of June 27, 1997.
    During fiscal 1997, Mr. Machiz received a lump-sum payment of $37,811
    representing the present value of his accrued retirement benefit at December
    31, 1995, which payment was made pursuant to Section 401(a)(9)(C) 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 cash incentive compensation) of such officer; (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) a right 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 not to exceed 36% of the officer's
eligible compensation; 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. For purposes of clause (3) in the
preceding sentence, the eligible compensation of the executive officers named in
the Summary Compensation Table is as follows: Mr. Machiz -- $2,142,500; Mr.
Vallee -$1,312,000; Mr. Church -- $581,745; Mr. Ward -- $500,414; and Mr.
Katz -- $434,254.
 
                                       16

<PAGE>   19
 
     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
three-year period which commenced on August 1, 1997 at a total cost of $820,000.
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 1996, Avnet entered into a restated employment agreement (the
"Agreement") with Leon Machiz (Chairman of the Board and Chief Executive Officer
of Avnet) which consolidated and restated Mr. Machiz's existing employment
agreement. Under the terms of the Agreement which expires on June 26, 1998
(subject to earlier termination by Mr. Machiz as described below), 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 greatest of (i) $250,000, (ii)
the average of the incentive compensation earned in the preceding two fiscal
years or (iii) incentive compensation paid to Mr. Machiz for the full fiscal
year completed most recently prior to the date of consummation, 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 $1,125,000 in fiscal 1997 based on Avnet's
fiscal 1997 earnings of $4.25 per share (on a fully diluted basis) as adjusted
to exclude the effect on net earnings of the amount accrued in fiscal 1997 for
Mr. Machiz's incentive compensation. 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 years, if Mr. Machiz exercises his
above-mentioned right to terminate his full-time employment, or (ii) for so much
of 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
    
 
                                       17

<PAGE>   20
 
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 post-employment
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.
 
     Pursuant to his current employment agreement with Avnet, which expires on
June 26, 1998, Roy Vallee (Vice Chairman, President and Chief Operating Officer
of Avnet) receives an annual base salary of $600,000 and 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) on a fully-diluted basis for that
year 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. Avnet has
also agreed that if Mr. Vallee becomes permanently and totally disabled on or
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 September 1997, Avnet and Mr. Vallee also entered into a new employment
agreement ("New Agreement") which will become effective upon the expiration of
Mr. Vallee's current employment agreement. The term of the New Agreement shall
be effective on June 27, 1998 and shall terminate on June 29, 2001. During this
period,
 
                                       18

<PAGE>   21
 
   
Mr. Vallee will be engaged to perform the duties of Chief Executive Officer and
beginning not later than November 30, 1998, shall be elected to the Office of
Chairman of the Board and Chief Executive Officer. Beginning June 27, 1998, Mr.
Vallee will receive an annual base salary of $750,000 and incentive compensation
as follows: (a) a first incentive bonus in accordance with the following: (i)
$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 $3.00 and
are less than or equal to $4.00; (ii) $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 $4.00 and are less than or equal to $5.00;
and (iii) $7,000 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; and (b) a second incentive bonus of $10,000 for each one-tenth of
a percent by which Avnet's return on capital exceeds 8%. The payment of these
incentive bonus sums for fiscal years 1999, 2000 and 2001 is subject to and
contingent upon approval by Avnet's shareholders at the Annual Meeting (see 
pages 32 to 33).
    

In addition, if Mr. Vallee becomes permanently and totally disabled on or prior
to June 29, 2001, 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
$300,000. Avnet has the option to retain Mr. Vallee as a consultant for up to
twenty-four consecutive months immediately following termination of the New
Agreement or his employment with Avnet, during which time he will be compensated
at a rate equal to the highest base and incentive bonus compensation earned by
him in any one year during the three year period prior to the commencement of
the consultancy. Mr. Vallee 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 or entity which owns or controls voting rights to a majority of Avnet's
then outstanding stock. Additionally, if Avnet notifies Mr. Vallee that it does
not intend to renew the New Agreement, and if Avnet fails to engage Mr. Vallee
for at least twelve months as a consultant, then Mr. Vallee shall have the
option to elect to be engaged as a consultant for such twelve month period.
 
     Pursuant to his employment agreement with Avnet EMG Ltd. ("EMG") Mr.
Williams' employment may be terminated by either Mr. Williams or EMG on three
years prior written notice except that EMG may terminate his employment without
notice for cause. In the event Mr. Williams fails to give three years' notice of
termination, for a period of one year after such termination, Mr. Williams may
not perform services for or acquire an equity interest of 5% or more in any
company competitive with EMG or Avnet or any other Avnet
 
                                       19

<PAGE>   22
 
affiliate in the United Kingdom or any other country with respect to which Mr.
Williams rendered services within the previous twelve months. Mr. Williams'
employment agreement does not fix the amount of his base salary or annual
incentive compensation. The Company and Mr. Williams have agreed to terminate
the current employment agreement and replace it with a new employment agreement,
which is expected to be executed shortly.
 
 
           COMPENSATION 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 the Chief Executive
Officer, the four other most highly paid executives and other executives whose
total cash compensation (base salary and incentive compensation) is greater than
$500,000 per year. 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 components -- base salary, annual
incentive compensation (bonus) and long-term incentive compensation.
 
   
     The base salary of each of the Company's executive officers earning
$500,000 or less per year is set annually by such officer's immediate supervisor
with the approval of the Chief Executive Officer and/or the President. The base
salaries of the Chief Executive Officer, the four other most highly compensated
executives and other executives earning greater than $500,000 are determined by
the Committee. Base salaries are influenced by a variety of objective and
subjective factors. Particular consideration is given to 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 24 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 above or below average
compensation levels of comparable 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
 
                                       20

<PAGE>   23
 
before tax income ("NBTI") 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 also receive incentive compensation
based upon formulas which take into consideration factors similar to return on
capital. Some executives' annual target incentive compensation also 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 four shareholder-approved incentive
compensation plans: the Avnet Incentive Stock Program, the 1990 Stock Option
Plan and 1996 Incentive Stock Option Plan, which are both incentive stock option
plans, and the 1995 Stock Option Plan, which is a non-qualified stock option
plan.
 
THE AVNET INCENTIVE STOCK PROGRAM
 
     The current version of the Avnet Incentive Stock Program (the "Program")
was adopted in 1994. 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. Restricted shares allocated under the Program vest
in four annual installments, contingent upon continued employment (except in the
case of death or retirement of the employee) 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 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 also provides that
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
 
                                       21

<PAGE>   24
 
order to qualify for an award under the 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 Avnet's stock option plans
to officers and other 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 plans, 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 stock option plan, which permits the Committee to grant options
having exercise prices discounted by as much as 15% 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. It was the Committee's policy in fiscal 1997 not to grant to executive
officers options at less than fair market value as of the date of grant.
 
   
     Shareholders are being asked at the Annual Meeting to approve a new
non-qualified Stock Option Plan which is described in detail on pages 25 to 30.
    
 
CHIEF EXECUTIVE OFFICER'S COMPENSATION
 
   
     In fiscal year 1997, the compensation paid to the Company's Chief Executive
Officer, Leon Machiz, was determined by a Restated Employment Agreement dated
June 29, 1996 (the "Agreement"). The terms of the Agreement are described in
detail on pages 17 to 18. Under the terms of the Agreement, Mr. Machiz received
in fiscal 1997 an annual base salary of $1,000,000 and additional incentive
compensation of $1,125,000 based upon the Company's achievement of annual net
earnings per share (as adjusted to exclude the effect on net earnings of the
amount accrued in fiscal 1997 for Mr. Machiz's incentive compensation) in excess
of two dollars. The terms for the award of this additional incentive
compensation for fiscal years 1996 and after were approved by the shareholders
at the 1995 Annual Meeting of Shareholders.
    
 
     Additionally, in fiscal 1997 Mr. Machiz was allocated 5,600 shares of
restricted stock under the Program which allocation vested and will vest in four
equal installments in January 1997, 1998, 1999 and 2000. In setting the
performance goals upon which his
 
                                       22

<PAGE>   25
 
incentive stock award with respect to fiscal 1997 would be based, the Committee
considered a variety of factors, including the continued growth and expansion of
the Company's business on a world-wide basis and the successful divestiture of
non-core businesses of the Company. Mr. Machiz was also granted options covering
125,000 shares on September 18, 1996 at an exercise price of $48.75 per share
and options covering 100,000 shares on May 30, 1997 at an exercise price of
$62.50 per share. These grants were made under the Company's 1995 Stock Option
Plan and the exercise price for each of these grants was the fair market value
of a share of Common Stock on the date of grant. The options are exercisable in
four equal annual installments, with the first exercise date commencing after
the expiration of one year from the date of grant. The factors considered by the
Committee in awarding these grants were the success of Avnet's acquisition
program, increase over recent years in sales and net income, the decrease in
operating expenses as a percentage of sales and the importance of incentivizing
senior management to achieve additional growth and maximize shareholder return.
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 at such
time to qualify for deductibility under Section 162(m), and the compensation
paid to its executive officers in fiscal 1997 which was subject to Section
162(m) qualified for deductibility thereunder.
 
          Joseph F. Caligiuri, Chairman Frederic Salerno
          Gerald Berkman               Frederick Wood
          Salvatore J. Nuzzo
 
                                       23

<PAGE>   26
 
   
                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.,
Marshall Electronics, Inc. and Wyle Laboratories. The graph assumes $100 was
invested on June 30, 1992 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>
     Measurement Period
   (Fiscal Year Covered)         Avnet Inc        PEER GROUP       S & P 500
<S>                            <C>              <C>              <C>
6/30/92                             100              100              100
6/30/93                             125              158              114
7/1/94                              119              165              115
6/30/95                             184              223              145
6/28/96                             162              196              183
6/27/97                             233              236              247
</TABLE>

    
 
   
* $100 invested on 6/30/92 in stock or index -- including reinvestment of
    
  dividends.
 
                                       24

<PAGE>   27
 

RELATED PARTY TRANSACTIONS
 
     The Dreyfus Trust Company acts 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, 1997, the 401(k) Plan had an
aggregate market value of approximately $86,407,847 in the 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
    
                             1997 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 a 1997 Stock Option Plan (the "1997
Plan").
 
     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 1997 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 1995 Stock
Option Plan and proposed 1997 Plan, and tax-advantaged "incentive stock
options", under Avnet's 1990 Stock Option Plan and 1996 Incentive 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. The 1997 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 9,400 employees who
may be considered for the grant of options under the 1997 Plan.
 
                                       25

<PAGE>   28
 
   
     The material features of the 1997 Plan are as follows:
    
 
          l. A total of 1,000,000 shares of Avnet's Common Stock ("Common
     Stock") will be available for the grant of options under the 1997 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 1997 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 1997 Plan
     may be authorized and unissued shares of Common Stock or shares held in
     Avnet's treasury.
 
          5. The 1997 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
     1997 Plan. The Committee will have full authority to make grants of options
     and stock appreciation rights under the 1997 Plan, to construe the 1997
     Plan, to prescribe and amend rules and regulations relating thereto, and to
     make all other determinations in the administration thereof. The members of
     the Committee will not be eligible to be granted options under the 1997
     Plan and must be "outside directors" within the regulations promulgated
     under Section 162(m) of the Code, and "non-employee directors" within the
     meaning of Rule 16b-3 under the Securities Exchange Act of 1934.
 
   
          6. The purchase price per share of Common Stock upon the exercise of
     each option granted under the 1997 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 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 3, 1997,
     the high and the low sales prices of a share of Common Stock for New York
     Stock Exchange composite transactions were $60.8125 and $59.50. The
     purchase price is to be paid for 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
    
 
                                       26

<PAGE>   29
 
     than Fair Market Value on the date of grant may only be granted in lieu of
     other compensation.
 
          7. Each option granted under the 1997 Plan will not be exercisable
     until the first anniversary of the dates 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 1997 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 1997 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 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).
 
                                       27

<PAGE>   30
 
          11. Shares subject to an option terminated under the provisions of the
     1997 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 1997 Plan.
 
          12. The 1997 Plan will commence on November 20, 1997 and will
     terminate on November 19, 2007 (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 1997 Plan except that shareholder approval by a majority of the
     votes cast 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 1997 Plan, decreasing the minimum exercise
     price per share, or extending the ten year maximum period during which
     options will be exercisable, or the termination date of the 1997 Plan.
 
     Avnet will make no charge to income upon the granting or exercise of
options under the 1997 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
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 1997 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 1997 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 exercised at any time
to the extent that the related option is itself not exercisable. The exercise of
stock appreciation rights must 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
 
                                       28

<PAGE>   31
 
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 utilization 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.
 
FEDERAL TAX CONSEQUENCES OF THE 1997 PLAN
 
     No federal income tax will become payable by an optionee as a result of the
granting of an option under the 1997 Plan or as a result of its having become
exercisable in part or in whole. Upon exercise of such option, the optionee will
recognize ordinary 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 1997 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.
 
     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,
mid-term and long-term capital gain or loss on shares acquired under the 1997
Plan will begin to run on the
 
                                       29

<PAGE>   32
 
date of exercise (i.e., the date on which all exercise requirements under the
1997 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 1997 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), unless
precluded by Section 162(m).
 
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 1997 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 1997 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 1997
STOCK OPTION PLAN.
 
                              * * * * * * * * * *
 
                            PROPOSAL TO APPROVE THE
            INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
 
   
     The Company's Certificate of Incorporation presently authorizes the
issuance of 60 million shares of Common Stock. As of October 3, 1997, the record
date for the meeting, 40,668,846 shares of Common Stock were outstanding and
4,160,747 shares were reserved for issuance under employee benefit plans of the
Company. The Board of Directors has adopted a resolution authorizing an
amendment to the Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 60 million to 120 million. The three
million authorized shares of preferred stock (none of which are currently
issued) will remain unchanged. If the shareholders authorize such amendment, the
first paragraph of
    
 
                                       30

<PAGE>   33
 
Article III of the Restated Certificate of Incorporation of the Company will be
amended to read as follows:
 
   
          "III. The aggregate number of shares which the Corporation shall have
     the authority to issue shall be one hundred twenty-three million
     (123,000,000) shares. Three million (3,000,000) shares shall be Preferred
     Stock of the par value of one dollar ($1.00) per share, issuable in series,
     and one hundred twenty million (120,000,000) shares shall be Common Stock
     of the par value of one dollar ($1.00) per share. All shares of Preferred
     Stock shall be issued in series and shall be entitled to preference in the
     distribution of dividends or assets or both. The Board of Directors of the
     Corporation, before issuance, shall have the authority to establish and
     designate series of the Preferred Stock and to fix the variations in the
     relative rights, preferences and limitations of shares of the Preferred
     Stock as between such shares and shares of the Common Stock and as between
     shares of different series of the Preferred Stock."
    
 
     The Board believes that the increase in number of authorized shares of
Common Stock is advisable because of the limited number of unissued and
unreserved shares presently authorized. The additional authorized shares of
Common Stock would be available for issuance from time to time as required for
general corporate purposes, including stock dividends, stock splits, employee
stock options and other employee benefit plans, the raising of capital, the
formation of new companies, the acquisition of established businesses, and other
programs to facilitate the Company's expansion and growth. No specific plans
have been formulated, and there are no commitments, understandings or
negotiations at this time, with respect to the issuance of additional shares of
Common Stock. The advance authorization being sought by the proposed amendment
would, however, allow the Board of Directors to authorize the issuance of
additional shares without having to obtain further shareholder approval, unless
such approval is otherwise required by law or the rules of any stock exchange on
which the Common Stock is listed, or unless such approval were deemed
appropriate by the Board.
 
     The authorization of additional shares of Common Stock will not, by itself,
have any effect on the rights of holders of outstanding shares. Depending on the
circumstances, the issuance of additional shares of Common Stock could affect
the existing holders of shares by diluting the voting power of the outstanding
shares. The Company's shareholders do not have pre-emptive rights with respect
to the future issuance of securities by the Company.
 
                                       31

<PAGE>   34
 
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 to approve the increase in
number of authorized shares of Common Stock. 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.
 
     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE COMPANY'S

CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK TO 120 MILLION.
 
                              * * * * * * * * * *
 
                      PROPOSAL TO APPROVE ANNUAL INCENTIVE
                     COMPENSATION TERMS FOR A KEY EXECUTIVE
 
   
     The shareholders are being asked to approve the annual cash incentive
compensation terms for Roy Vallee, Vice Chairman of the Board, President and
Chief Operating Officer with respect to fiscal years 1999 through 2001, as set
forth in the New Agreement the Company has entered into with Mr. Vallee to be
effective commencing June 27, 1998 as described on pages 18 to 19. As indicated
in the Compensation Committee Report on Executive Compensation, under Section
162(m) of the Code, compensation in excess of one million dollars for any
taxable year and paid to a person 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. The cash incentive compensation payable pursuant to the New Agreement is
intended to qualify as performance-based for purposes of exemption from the
limitations of Section 162(m) and therefore will be paid only if approved by the
shareholders at the Annual Meeting. The requirements of Section 162(m) have
already been satisfied with respect to stock options and incentive stock awarded
and to be awarded to Mr. Vallee under the plans described on pages 21 and 22.
    
 
                                       32

<PAGE>   35
 
PERFORMANCE CRITERIA
 
   
     As described in detail on pages 18 to 19, the New Agreement provides for
the payment to Mr. Vallee of cash incentive compensation in fixed dollar amounts
based on annual earnings per share and return on capital targets.
    
 
HYPOTHETICAL PAYMENTS BASED ON 1997 RESULTS
 
     Since payments in respect of fiscal years 1999 through 2001 will be based
on Avnet's earnings per share and return on capital for each of those years,
incentive compensation to be paid in the future to Mr. Vallee cannot be
determined at this time. Cash incentive compensation actually paid to Mr. Vallee
for Avnet's last three fiscal years is set forth under the heading "Bonus" in
the Summary Compensation Table. Pursuant to the cash incentive bonus
compensation terms of the New Agreement described herein, Mr. Vallee's cash
bonus incentive compensation for fiscal 1997 would have been $735,000 instead of
the $700,000 reported in the Summary Compensation Table.
 
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 is required for adoption
of the incentive compensation terms for Mr. Vallee. 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.
    
 
     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE CASH INCENTIVE
COMPENSATION TERMS FOR MR. VALLEE.
 
                              * * * * * * * * * *
 
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 as independent public accountants to audit the books of
Avnet for the fiscal year ending
 
                                       33

<PAGE>   36
 
June 26, 1998. Arthur Andersen LLP has been regularly employed by Avnet since
January 2, 1991 to examine its books and accounts and for other purposes. The
affirmative vote of the holders of a majority of votes cast at the Annual
Meeting by the holders of shares of Common Stock is required to ratify the
appointment of Arthur Andersen LLP as Avnet's independent public accountants.
 
     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 representatives are expected to be available to respond to
appropriate questions from shareholders.
 
                                    GENERAL
 
     Avnet's Annual Report to its Shareholders for the fiscal year ended June
27, 1997, including financial statements, was mailed commencing on September 24,
1997 to shareholders of record on September 19, 1997 and subsequently to persons
who became shareholders of record up to and including the October 3, 1997 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 twelve persons named above, 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 amendment to
Avnet's Certificate of Incorporation increasing the number of authorized shares
of Common Stock to 120,000,000, in favor of the incentive compensation terms for
Mr. Vallee and in favor of the adoption of the Avnet 1997 Stock Option Plan.
 
     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
Common Stock and to perform certain
 
                                       34

<PAGE>   37
 
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 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.
 
                              1998 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 1998 Annual Meeting, any shareholder who decides to present a
proposal for action at the 1998 Annual Meeting should take note that his or her
proposal must be received by Avnet on or before 5:00 PM on June 12, 1998, in
order to be considered for inclusion in Avnet's Proxy Statement and form of
Proxy relating to the 1998 Annual Meeting.
 
     AVNET WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE
     YEAR ENDED JUNE 27, 1997, 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, CHIEF FINANCIAL OFFICER.
 
                                                 AVNET, INC.
 
                                                 DAVID R. BIRK
                                                 Secretary
 
Dated: October 10, 1997
 
   
                   PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW
    
 
                                       35

<PAGE>   38
 
                  AVNET, INC. -- PROXY FOR 1997 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
Waldorf-Astoria, 301 Park Avenue, New York, NY, on November 19, 1997, 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 Avnet 1997 Stock Option Plan, the
approval and adoption of the Amendment to the Certificate of Incorporation of
Avnet, Inc. increasing the number of authorized shares of Common Stock from
60,000,000 to 120,000,000, the approval of incentive compensation terms for a
key executive, and ratification of the appointment of independent public
accountants, but, if no designation is made on the reverse side, to vote for the
election of twelve directors, for the Avnet 1997 Stock Option Plan, for the
Amendment to the Certificate of Incorporation of Avnet, Inc., for the incentive
compensation terms for a key executive, and for ratification of such
appointment, 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 10, 1997 relating to the Annual Meeting of Shareholders to be held
November 19, 1997.
 
   
                  (Continued and to be signed on reverse side)
    

<PAGE>   39
          /  /
 
(a) ELECTION of 12 DIRECTORS to serve for the ensuing year: E. Baum, 
    G.J. Berkman, J.V. Biggins, J.F. Caligiuri, E. Houminer, L. Machiz, 
    S.J. Nuzzo, F. Salerno, D. Shaw, R. Vallee, K. Williams and F.S. Wood

          FOR ALL NOMINEES                   WITHHOLD AUTHORITY
              LISTED ABOVE                          TO VOTE FOR 
          (except as noted    [ ]                  ALL NOMINEES   [ ]
          to the contrary)                         LISTED ABOVE

 
                            
INSTRUCTIONS: To withhold authority for any individual nominee, write that
nominee's name in the space provided below.
 
- --------------------------------------------------------------------------
 
(b) APPROVAL AND ADOPTION OF THE AVNET 1997 STOCK OPTION PLAN.

    FOR   [ ]            AGAINST   [ ]         ABSTAIN   [ ]
 
 
(c) APPROVAL AND ADOPTION OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION
    OF AVNET, INC. INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
    FROM 60,000,000 TO 120,000,000.

    FOR   [ ]            AGAINST   [ ]         ABSTAIN   [ ]
 

(d) APPROVAL OF INCENTIVE COMPENSATION TERMS FOR A KEY EXECUTIVE.

    FOR   [ ]            AGAINST   [ ]         ABSTAIN   [ ]
 
 
(e) RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC
    ACCOUNTANTS.

    FOR   [ ]            AGAINST   [ ]         ABSTAIN   [ ] 
 
(f) Transactions of such other business as may properly come before the Meeting
    or any adjournments 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:                       , 1997
                                               ---------------------------------
 
                                                                          (L.S.)
                                             -------------------------------
 
                                                                          (L.S.)
                                             -------------------------------

                                             VOTES MUST BE INDICATED BY
                                             (X) IN BLACK OR BLUE INK.   [ ]
 
Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.



<PAGE>   40
 
                                  AVNET, INC.
 
                             1997 STOCK OPTION PLAN
 
                                   ARTICLE I
 
                              PURPOSE OF THE PLAN
 
     The 1997 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.
 
          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.
 
                                        1

<PAGE>   41
 
          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 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 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
 
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<PAGE>   42
 
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.
 
     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 November 19, 2007 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 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
 
                                        3

<PAGE>   43
 
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 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 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.
 
                                        4

<PAGE>   44
 
     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 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.
 
                                        5

<PAGE>   45
 
     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 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 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
 
                                        6

<PAGE>   46
 
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 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 votes cast 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 ten year maximum
period within which an Option is exercisable or to the extent to which an SAR is
exercisable, or the termination date of the Plan.
 
                                        7