<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4.txt
<DESCRIPTION>WARRANT
<TEXT>




                                    EXHIBIT 4

<PAGE>


THIS WARRANT AND THE COMMON STOCK  ISSUABLE UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS
OF ANY STATE, AND MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE  ABSENCE  OF SUCH  REGISTRATION  UNLESS  SUCH  TRANSACTION  IS  EXEMPT  FROM
REGISTRATION.

For the Purchase of 261,000 Shares

                              AMENDED AND RESTATED
                             STOCK PURCHASE WARRANT
                      TO PURCHASE SHARES OF COMMON STOCK OF
                                   AVNET, INC.

     On February 2, 2000,  Kent  Electronics  Corporation,  a Texas  corporation
("Kent"), issued to Applied Materials,  Inc., a Delaware corporation,  a warrant
to purchase  300,000  shares of the common stock of Kent at a price of $22-13/16
per share.  Such  warrant is hereby  being  amended and  restated  inter alia to
effect the changes required by Section 6.4 thereof  resulting from the merger of
Kent into  Avnet,  Inc.,  a New York  corporation,  pursuant  to an amended  and
restated agreement and plan of merger dated as of March 21, 2001, by and between
Kent and Avnet, Inc. This merger became effective on June 8, 2001.

                                      * * *

     This Amended and Restated Stock Purchase Warrant (this "Warrant") certifies
that, for value received,  Applied Materials,  Inc., a Delaware corporation,  or
Assigns (the "Holder"), is entitled, subject to the terms and conditions of this
Warrant,  at any time or from time to time during the period  commencing  on the
date hereof and  terminating  on February 2, 2005 (the  "Exercise  Period"),  to
purchase  up to  261,000  shares of  common  stock,  par  value  $1.00 per share
("Common Stock"),  of Avnet, Inc., a New York corporation (the "Company").  This
Warrant is fully  vested,  so that Holder may  exercise all or part of it at any
time or from time to time.  The  exercise  price per  share  applicable  to this
Warrant (the "Exercise  Price") shall be $26.221264.  The Exercise Price and the
number of shares  for which  this  Warrant  is  exercisable  shall be subject to
adjustment as set forth in this Warrant.

     1. Exercise of Warrant.

          1.1  Exercise.  The purchase  rights  represented  by this Warrant are
     exercisable  by Holder within the Exercise  Period at any time or from time
     to time in  installments  or in whole upon  surrender to the Company at its
     principal  office (as  designated  in  Section 10 herein) of this  Warrant,
     together  with the Notice of Exercise  attached  hereto duly  completed and
     signed, and upon payment to the Company of the aggregate Exercise Price for
     the shares

                                       1


<PAGE>

     so purchased.  Payment of the aggregate  Exercise Price with respect to the
     portion of this  Warrant  being  exercised  shall be made in cash,  by wire
     transfer,  or by certified or official bank check,  payable to the order of
     the Company.  Subject to the  restrictions  and  requirements  of Section 2
     herein, not later than ten days after the exercise of this Warrant in whole
     or in part and the payment of the Exercise  Price as set forth  above,  the
     Company  shall  prepare  and issue a  certificate  for the Common  Stock so
     purchased  in the name of the Holder of this  Warrant or as such Holder may
     direct in writing.

          If this Warrant is exercised in respect of less than all of the Common
     Stock at that  time  purchasable  hereunder,  the  Holder  hereof  shall be
     entitled, upon surrender of this Warrant, to receive a new Warrant covering
     the number of shares in respect of which this  Warrant  shall not have been
     exercised;  provided, however, that this Warrant and all rights and options
     hereunder  shall  expire  at the end of the  Exercise  Period  and shall be
     wholly void to the extent this Warrant is not exercised before it expires.

          1.2 Net Exercise.  In lieu of exercising this Warrant,  the Holder may
     elect to receive  shares of Common Stock equal to the value of this Warrant
     (or the  proportionate  part  thereof if exercised in part) by surrender of
     this  Warrant at the  principal  office of the  Company (as  designated  in
     Section 10 herein) with notice of such election, in which event the Company
     shall issue to the Holder a number of shares of Common Stock computed using
     the following formula:

                                     Y (A - B)
                                     ---------
                             X  =    A
            Where
                   X    =    The number of shares of Common Stock to
                             be issued to the Holder.
                   Y    =    The number of shares of Common Stock
                             exercised at such time under this Warrant.
                   A    =    The Fair Market Value (as defined below)
                             of one share of the Common Stock.
                   B    =    The Exercise Price (as adjusted to the
                             date of such calculations).

          For  purposes of this  Section  1.2,  the "Fair  Market  Value" of the
     Common Stock shall be determined in good faith by the Board of Directors of
     the Company,  provided,  that if the Company's Common Stock is then trading
     on a national securities exchange or in the  over-the-counter-market,  such
     determination  shall  be  the  last  closing  price  of  the  Common  Stock
     immediately preceding the exercise of the Warrant.



                                       2

<PAGE>

     2. Representations and Warranties of Holder.

          2.1 Purchase  Entirely  for Own  Account.  This Warrant and the Common
     Stock issuable upon exercise hereof  (collectively,  the "Securities") will
     be acquired for  Holder's  own  account,  not as a nominee or agent and not
     with a view to the resale or distribution  of any part thereof,  and Holder
     has no present  intention  of selling,  granting  any  participation  in or
     otherwise  distributing the same.  Holder represents that it has full power
     and authority to enter into this Warrant.

          2.2 Restricted Securities.  Holder understands that the Securities are
     characterized as "restricted  securities" under the federal securities laws
     inasmuch as they are being  acquired from the Company in a transaction  not
     involving a public  offering and agrees that the Common Stock received upon
     exercise  of this  Warrant  may not be  transferred  without  an  effective
     registration  statement  therefor  under  the  Securities  Act of 1933,  as
     amended (the "Act"),  and applicable  state  securities  laws or unless the
     proposed  transaction is exempt from registration.  Unless registered,  any
     Common  Stock issued to Holder upon  exercise of this Warrant  shall bear a
     legend similar to the following:

          The  securities   represented  by  this   certificate  have  not  been
          registered  under  the  Securities  Act of 1933,  as  amended,  or the
          securities laws of any state,  and may not be sold,  offered for sale,
          pledged or  hypothecated  in the absence of such  registration  unless
          such transaction is exempt from registration.

     3.  Transfer  Taxes.  The Company will pay when due and payable any and all
United States  federal and state  transfer taxes and charges that may be payable
in respect of the  issuance or delivery to the Holder of this  Warrant or of any
Common  Stock  upon  the  exercise  of this  Warrant,  but the  Holder  shall be
responsible  for and pay when due any and all such taxes and changes that may be
payable in respect of the  transfer  of this  Warrant or the  issuance of Common
Stock upon the exercise of this Warrant to any person other than the Holder.

     4. Lost or Destroyed  Warrant.  In case this Warrant shall be lost, stolen,
destroyed or mutilated, the Company shall execute, issue and deliver in exchange
and substitution for and upon cancellation of the mutilated Warrant,  or in lieu
of and substitution for the lost, stolen or destroyed  Warrant, a new Warrant of
like tenor and  representing  an  equivalent  right or  interest;  but only upon
receipt  of  evidence  satisfactory  to the  Company  of  such  loss,  theft  or
destruction of this Warrant and an indemnity agreement, if requested, reasonably
satisfactory to the Company.

     5.  Reservation and Issuance of Shares of Common Stock. The Company will at
all times reserve for issuance from its authorized and unissued shares of Common
Stock the number of shares of Common Stock needed for issuance upon the exercise
of this Warrant. The Company


                                       3

<PAGE>

covenants  that all Common  Stock which may be issued upon the  exercise of this
Warrant will, upon exercise of the rights represented by this Warrant,  be fully
paid and nonassessable  and free from all preemptive  rights,  taxes,  liens and
charges in respect of the  issuance  thereof  (other  than taxes  payable by the
Holder in respect of any transfer occurring  contemporaneously with such issue).
The Company  covenants that its issuance of this Warrant shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to  execute  and issue the  necessary  certificates  for shares of
Common Stock upon the exercise of the purchase rights under this Warrant.

     6. Certain  Adjustments.  The existence of this Warrant shall not affect in
any way the  right  or  power  of the  Company  or its  stockholders  to make or
authorize any or all adjustments,  recapitalizations,  reorganizations  or other
changes in the Company's  capital  structure or its  business,  or any merger or
consolidation of the Company,  or any issue of bonds,  debentures,  preferred or
prior  preference  stock ahead of or  affecting  the Common  Stock or the rights
thereof,  or the  dissolution  or  liquidation  of the  Company,  or any sale or
transfer of all or any part of its assets or  business,  or any other  corporate
act or proceeding, whether of a similar character or otherwise.

          6.1  Subdivisions.  In case the Company shall at any time fix a record
     date to  effect a split or  subdivision  of the  outstanding  shares of the
     Common  Stock,  or to  determine  the holders of Common  Stock  entitled to
     receive a dividend or other  distribution  payable in additional  shares of
     Common Stock or other securities or rights  convertible  into, or entitling
     the holder thereof to receive directly or indirectly,  additional shares of
     Common  Stock  (the  "Common  Stock  Equivalents")  without  payment of any
     consideration  by such holder for the additional  shares of Common Stock or
     Common Stock  Equivalents  (including the additional shares of Common Stock
     issuable upon conversion or exercise thereof), then, as of such record date
     (or the date of such  distribution,  split or subdivision if no record date
     is  fixed)  the  Exercise  Price  in  effect   immediately  prior  to  such
     subdivision shall be proportionately decreased.

          6.2  Combinations.  In case the Company  shall at any time combine the
     outstanding  shares  of its  Common  Stock,  the  Exercise  Price in effect
     immediately prior to such combination shall be proportionately increased as
     of the date of such combination.

          6.3 Common Stock  Dividends.  If the Company shall pay a dividend with
     respect  to  Common   Stock   payable  in  Common  Stock  or  Common  Stock
     Equivalents, or make any other distribution of Common Stock or Common Stock
     Equivalents with respect to Common Stock, then the Exercise Price per share
     shall  be  reduced,  from  and  after  the  date  of  determination  of the
     shareholders  entitled to receive such  dividend or  distribution,  to that
     price determined by multiplying the per share purchase price in effect by a
     fraction (a) the  numerator of which shall be the total number of shares of
     Common Stock outstanding immediately prior to such dividend or distribution
     and (b) the denominator of which shall be the total number of shares of the
     Common Stock  outstanding  immediately after such dividend or distribution,
     assuming the conversion to Common Stock of all Common Stock

                                       4

<PAGE>

     Equivalents is issued in such dividend or  distribution,  provided that the
     Exercise  Price per share shall be increased and  recalculated  pursuant to
     this sentence at such time as any Common Stock  Equivalents  issued in such
     dividend or distribution  cease to be outstanding  prior to being converted
     into Common Stock.

          6.4  Reorganization,  Reclassification,  Consolidation  or Merger.  In
     case,  at any  time  after  the  date  of  this  Warrant,  of  any  capital
     reorganization,  or any reclassification of the stock of the Company (other
     than  a  change  in  par  value  or as a  result  of a  stock  dividend  or
     subdivision,  split-up or combination of shares),  or the  consolidation or
     merger  of  the  Company  with  or  into  another   entity  (other  than  a
     consolidation  or merger in which the Company is the continuing  entity and
     which  does not result in any change in the  Common  Stock),  this  Warrant
     shall,  after  such  reorganization,   reclassification,  consolidation  or
     merger, be exercisable into the kind and number of shares of stock or other
     securities or property of the Company or of the entity  resulting from such
     consolidation  or  surviving  such merger to which  Holder  would have been
     entitled if  immediately  prior to such  reorganization,  reclassification,
     consolidation  or merger,  Holder had  exercised  this  Warrant  for Common
     Stock.   The  provisions  of  this  Subsection  shall  similarly  apply  to
     successive reorganizations, reclassifications, consolidations or mergers.

          6.5 Cash or Other  Dividends or  Distributions.  No adjustment will be
     made to the Exercise Price on account of dividends or distributions paid on
     or with respect to the Common Stock in cash,  property or securities  other
     than Common Stock or Common Stock Equivalents.

     7.  Fractional  Interests.  The  Company  shall  not be  required  to issue
fractional  shares of Common  Stock upon the exercise of this  Warrant.  In lieu
thereof, the Company shall pay Holder a sum in cash equal to any such fractional
shares  based  upon  the  difference  between  the  Fair  Market  Value  of such
fractional shares and the Exercise Price allocable thereto.

     8. No Rights as  Stockholders.  Nothing  contained in this Warrant shall be
construed  as  conferring  upon  the  Holder  the  right  to vote or to  receive
dividends or to consent to or receive  notice as a stockholder in respect of any
meeting of  stockholders  for the  election of  directors  of the Company or any
other matter, or any rights whatsoever as a stockholder of the Company.

     9. Warrant Register. The Company shall maintain at its principal office (as
designated in Section 10 herein) a registry for the registration of Warrants and
the registration of the transfer of Warrants.  Prior to the Company's receipt of
written  notice from Holder to the  contrary,  the Company  shall be entitled to
rely in all  respects  upon such  registry  and may deem and treat Holder as the
owner hereof for all purposes.

     10.   Notices.   All   notices,   requests,   demands,   claims  and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be

                                       5


<PAGE>

deemed duly given if (and then two business days after) it is sent by registered
or certified mail, return receipt requested,  postage prepaid,  and addressed to
the intended  recipient as set forth below or duly given upon receipt if made by
hand delivery,  facsimile or e-mail transmission (with receipt  confirmation) or
other personal delivery:

     If to the Company, to:

               Avnet, Inc.
               2211 South 47th Street
               Phoenix, Arizona 85034
               Attention:  Raymond Sadowski
               Telephone:  480-643-7764
               Fax:  480-643-7929
               E-Mail:  ray.sadowski@avnet.com

     If to Applied, to:

               Applied Materials, Inc.
               3050 Bowers Avenue, M/S 2047
               Santa Clara, California  95054
               Attention:  George S. Davis, Treasurer
               Telephone:  408-748-5338
               Fax: 408-563-0822
               E-Mail:  george_davis@amat.com

     With a copy to:

               Applied Materials, Inc.
               3050 Bowers Avenue, M/S 2064
               Santa Clara, California  95054
               Attention:  Joseph J. Sweeney, Group Vice President,
                Legal Affairs and Intellectual Property
               Telephone: 408-748-5420
               Fax: 408-563-4635

     Either  party  may  send  any  notice,  request,  demand,  claim  or  other
communication hereunder to the intended recipient at the address set forth above
using any other  means,  but no such  notice,  request,  demand,  claim or other
communication  shall be  deemed  to have been  duly  given  unless  and until it
actually is  received by the  intended  recipient.  Either  party may change the
address to which notices,  requests,  demands,  claims, and other communications
hereunder  are to be  delivered  by giving the other party  notice in the manner
herein set forth.



                                       6

<PAGE>

     11. Amendments; Waivers. No amendment to, modification of, or waiver of any
provision of this Warrant will be binding unless in writing and signed by a duly
authorized representative of the party sought to be bound.

     12. Successors and Assigns. The terms of this Warrant shall be binding upon
and shall inure to the benefit of any  successor or assign of the Company and of
the holder or holders  hereof and of the Common  Stock  issued upon  exercise of
this Warrant,  and all  obligations of the Company  relating to the Common Stock
issuable  upon  exercise of this  Warrant  shall  survive  the  exercise of this
Warrant.

     13.  Construction  of Dates. If the last or appointed day for the taking of
any action or the  expiration of any right required or granted herein shall be a
Saturday or a Sunday or shall be a legal holiday,  then such action may be taken
or such right may be exercised,  except as to the payment of the Exercise Price,
on the next succeeding day not a legal holiday.

     14.  Severability and Validity.  Any term or provision of this Warrant that
is invalid or  unenforceable  in any  situation  in any  jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term or provision in
any other situation or in any other jurisdiction.

     15. Governmental  Filings.  The Company shall assist and cooperate with the
Holder, on the Holder's written request and at the Holder's expense, to make any
governmental  filings or obtain any governmental  approvals required prior to or
in connection with any exercise of this Warrant.

     16. Governing Law. This Warrant shall be governed by, be subject to, and be
construed in accordance with the internal laws of the State of Texas,  excluding
conflicts  of law rules.  The  parties  agree that any suit  arising out of this
Warrant,  for any  claim or cause  of  action,  whether  in  contract,  in tort,
statutory,  at law or in  equity,  shall  exclusively  be  brought in the United
States District Court for the Western District of Texas, Austin Division, or the
Texas State District  Courts of Travis County,  Texas,  provided that such court
has jurisdiction  over the subject matter of the action.  Each party agrees that
each of the named courts shall have personal  jurisdiction  over it and consents
to such  jurisdiction.  Each party further agrees that venue of any suit arising
out of this  Warrant is proper  and  exclusive  in any of the courts  identified
above; each party consents to such venue therein.

     17. Captions.  All Section titles or captions  contained in this Warrant or
in any  Exhibit  or  Attachment  annexed  hereto or  referred  to herein are for
convenience  only,  shall  not be  deemed a part of this  Warrant  and shall not
constitute a waiver of any of Holder's  rights under this Warrant,  at law or in
equity.

                                       7
<PAGE>



     IN WITNESS WHEREOF, the parties to this Amended and Restated Stock Purchase
Warrant have caused  their names to be signed  hereto by their  respective  duly
authorized officers as of this 8th day of June, 2001.

                                       AVNET, INC.
                                       a New York Corporation

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



                                       APPLIED MATERIALS, INC.
                                       a Delaware corporation

                                       By:
                                          ---------------------------------
                                       Name:
                                       Title:


                                       8

<PAGE>


                                    Exhibit A

                               NOTICE OF EXERCISE

                   (To be executed by the Holder upon partial
                    or full exercise of the attached Warrant)

To:  Avnet, Inc.

     The undersigned hereby irrevocably elects to exercise the right to purchase
_______  shares of Common  Stock  covered by the  Amended and  Restated  Warrant
issued by you dated June 8, 2001 (which is attached  hereto),  according  to the
terms and conditions thereof and [Alternative One: herewith makes payment of the
Exercise  Price of such  shares  in full in the  amount  of  $_______  therefor]
[Alternative  Two:  herewith  directs  that the  Exercise  Price be paid  from a
portion of such shares as provided in Section 1.2 of the  Warrant]  and requests
that  the  certificates  for the  Common  Stock  be  issued  in the  name of the
undersigned.


                                                 APPLIED MATERIALS, INC.
                                                 a Delaware corporation


                                                 By:
                                                          ----------------------
                                                 Name:
                                                          ----------------------
                                                 Title:
                                                          ----------------------

                                                 By:
                                                          ----------------------
                                                 Name:
                                                          ----------------------
                                                Title:
                                                          ----------------------



Dated:  __________, ____.


                                       9
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</DOCUMENT>
