SECOND AMENDMENT TO RETIREMENT AND SEPARATION AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO RETIREMENT AND SEPARATION AGREEMENT

This Second Amendment to Retirement and Separation Agreement (“Second Amendment”) is entered into as of December 1, 2003 between Xxxx Xxxx, (“Xxxx”) and Avnet, Inc. (“Avnet” or “the Company”).

WHEREAS, Xxxx and Avnet entered into a Retirement and Separation Agreement as of November 1, 2002 (the “Agreement”);

WHEREAS, Xxxx and Avnet entered into an Amendment to Retirement and Separation Agreement as of August 31, 2003;

WHEREAS, Xxxx and Avnet desire to amend the Agreement and Amendment to delay the Effective Date of Xxxx’x retirement;

NOW, THEREFORE, in consideration of the mutual promises contained in the Agreement, the Amendment and in this Second Amendment, Xxxx and the Company agree to the following:

1. Paragraph 1 of the Agreement and Amendment are deleted and replaced with the following:

“Xxxx’x employment with the Company shall terminate effective February 28, 2007 (the “Effective Date”). Xxxx’x employment status until the Effective Date will be that of a regular full-time employee with eligibility for normal company benefits except as specified below. On February 28, 2007, Xxxx’x employment will terminate and will be coded in the company’s records as a retirement.

2. Paragraphs 2 (a), (b), (c), (d), (h) and (i) of the Agreement and Amendment are deleted and replaced with the following:

a. Between the date on which the Agreement and Amendments thereto are fully executed and February 29, 2004, Xxxx will continue to work on a full-time regular basis. On March 1, 2004, Xxxx will resign his position as Controller of Avnet, Inc. From March 1, 2004 through the Effective Date, Xxxx will not be assigned regular duties and will not be required to report to work. Xxxx’x status will be “on-call” status and the Company may contact Xxxx on a periodic basis to answer questions and provide necessary assistance.

x. Xxxx will be paid through February 29, 2004 at his current base rate of pay of $166,000 per year and will receive payment for all accrued vacation and unused floating holidays as a lump sum. No vacation or floating holidays shall accrue after February 29, 2004.

c. Effective March 1, 2004 through February 28, 2007, Xxxx’x salary will be reduced to an annual rate of $69,167 per year, to be paid on a bi-weekly basis. The length of salary continuation and term of employment may be shortened at Xxxx’x option, but the total payment commitment of $207,500 for the period from March 1, 2004 through February 28, 2007 will not be changed.

x. Xxxx will continue to be eligible for participation in Avnet benefit programs in effect for Avnet’s U.S. based employees and the Company will continue to deduct the normal medical and dental employee contributions based on the cost sharing arrangement in place from time

1

to time through the Effective Date. Thereafter, Xxxx will become eligible for normal COBRA medical/dental coverage continuation and Avnet will reimburse Xxxx for the entire cost of Xxxx’x medical/dental premium until February 28, 2008.

x. Xxxx is currently vested in the Executive Officers’ Supplemental Life Insurance and Retirement Benefits Plan and will receive credit for 100% of a normal benefit based on employment through February 29, 2007 at the average of the highest two years compensation rate of $166,000 per year. This is a non-forfeitable benefit; and in the event Xxxx passes away after his employment terminates and before the benefit commences, it will be paid to his surviving spouse and/or estate.

i. All existing stock options continue to vest during Xxxx’x employment and can be exercised at any time up until 90 days after his retirement (by May 29, 2007), with the exception of Xxxx’x September 27, 2001 stock option grant (1999 stock option plan) which continues to vest and will remain exercisable for up to five years after retirement, but in any event, not longer than 10 years after the grant date. Xxxx will be required to sign a two-year non-compete agreement to preserve his entitlement with respect to the September 27, 2001 option grant.

3. Paragraphs 3 through 12 of the Agreement remain unchanged.

PLEASE READ CAREFULLY. Carefully consider all provisions of the Agreement and this Amendment before signing it. THE AGREEMENT, THE AMENDMENT AND THIS SECOND AMENDMENT INCLUDE A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

/s/ Xxxx Xxxx

Xxxx Xxxx

Avnet, Inc.

By /s/ Xxxxxxx Xxxxxxxx

Xxxxxxx Xxxxxxxx

Senior Vice President & Chief Financial Officer

2