10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended December 31, 2004
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                      to
Commission file number 1-10879

AMPHENOL CORPORATION

(Exact name of Registrant as specified in its Charter)

Delaware	22-2785165
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
358 Hall Avenue, Wallingford, Connecticut 06492 203-265-8900
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock, $.001 par value	New York Stock Exchange, Inc.
(Title of each Class)	(Name of each Exchange on which Registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  ý  No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

Indicate by check mark whether the registrant is an accelerated filer (as indicated in Rule 12b-2 of the Act).

Yes  ý  No  o

The aggregate market value of Amphenol Corporation common stock, $.001 par value, held by non-affiliates was approximately $2,641 million based on the reported last sale price of such stock on the New York Stock Exchange on June 30, 2004.

As of December 31, 2004 the total number of shares outstanding of registrant’s common stock was 87,891,533.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement, which is expected to be filed within 120 days following the end of the fiscal year covered by this report, are incorporated by reference into Part III hereof.

AMPHENOL CORPORATION 2004 ANNUAL REPORT

INDEX

PART I			3
	Item 1.	Business	3
		General	3
		Business Segments	5
		International Operations	6
		Customers	6
		Manufacturing	7
		Research and Development	7
		Trademarks and Patents	7
		Competition	7
		Backlog	8
		Employees	8
		Other	8
		Cautionary Statements for Purposes of Forward Looking Information	8
	Item 2.	Properties	9
	Item 3.	Legal Proceedings	9
	Item 4.	Submission of Matters to a Vote of Security Holders	10
PART II			10
	Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
	Item 6.	Selected Financial Data	13
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
	Item 8.	Financial Statements and Supplementary Data	23
		Report of Independent Registered Public Accounting Firm	23
		Consolidated Statements of Income	24
		Consolidated Balance Sheets	25
		Consolidated Statements of Changes in Shareholders’ Equity and Other Comprehensive Income	26
		Consolidated Statements of Cash Flow	27
		Notes to Consolidated Financial Statements	28
	Item 9.	Changes in and Disagreements with Independent Accountants on Accounting and Financial Disclosure	42
	Item 9A.	Controls and Procedures	42
	Item 9B.	Other Information	43
PART III			43
	Item 10.	Directors and Executive Officers of the Registrant	43
	Item 11.	Executive Compensation	43
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
	Item 13.	Certain Relationships and Related Transactions	44
	Item 14.	Principal Accountant Fees and Services	44
PART IV			44
	Item 15.	Exhibits and Financial Statement Schedules	44
		Signature of the Registrant	47
		Signatures of the Directors	47

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AMPHENOL CORPORATION 2004 ANNUAL REPORT

PART I

Item 1. Business

General

Amphenol Corporation (“Amphenol” or the “Company”) is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems and coaxial and flat-ribbon cable. The Company was incorporated in 1987. Certain predecessor businesses, which now constitute part of the Company, have been in business since 1932. The primary end markets for the Company’s products are:

•communication systems for the converging technologies of voice, video and data communications;

•a broad range of industrial applications including factory automation and motion control systems, medical and industrial instrumentation, mass transportation and natural resource exploration, and automotive applications; and

•commercial and military aerospace applications.

The Company’s strategy is to provide its customers with comprehensive design capabilities, a broad selection of products and a high level of service on a worldwide basis while maintaining continuing programs of productivity improvement and cost control. For 2004, the Company reported net sales, operating income and net income of $1,530.4 million, $276.6 million and $163.3 million, respectively. The table below summarizes information regarding the Company’s primary markets and end applications for the Company’s products:

	Communications	Industrial/Automotive	Commercial and Military Aerospace
Percentage of Sales	50%	26%	24%
Primary End Applications	Voice •wireless handsets and personal communication devices •base stations and other wireless and telecommunications infrastructure •broadband Video •broadband cable television networks and set top converters Data •cable modems •servers and storage systems •computers, personal computers and related peripherals •data networking equipment	Factory automation Instrumentation and     medical systems Automobile safety      systems and other      on board electronics Mass transportation Oil exploration Off-road construction	Military and Commercial      Aircraft      •  avionics      •  engine controls      •  flight controls      •  passenger related systems Missile systems Battlefield      communications Satellite and space      programs

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The Company designs and manufactures connectors and interconnect systems which are used primarily to conduct electrical and optical signals for a wide range of sophisticated electronic applications. The Company believes, based primarily on published market research, that it is one of the largest connector manufacturers in the world. The Company has developed a broad range of connector and interconnect products for communications equipment applications including the converging voice, video and data communications markets. The Company is a leader in developing interconnect products for factory automation, machine tools, instrumentation and medical systems, mass transportation applications and automotive applications, including airbags, pretensioner seatbelts and other on board automotive electronics. In addition, the Company is the leading supplier of high performance, military-specification, circular environmental connectors that require superior performance and reliability under conditions of stress and in hostile environments. These conditions are frequently encountered in commercial and military aerospace applications and other demanding industrial applications such as oil exploration, medical instrumentation and off-road construction.

Industry analysts estimate that the worldwide market for interconnect products will grow approximately 5% in 2005. The Company believes that the worldwide industry for interconnect products and systems is highly fragmented with over 2,000 producers of connectors worldwide, of which the 10 largest, including Amphenol, accounted for a combined market share of approximately 50% in 2004. Industry analysts estimate that the total sales for the industry were approximately $35 billion in 2004.

The Company’s Times Fiber subsidiary is the world’s second largest producer of coaxial cable for the cable television market. The Company believes that its Times Fiber unit is one of the lowest cost producers of coaxial cable for cable television. The Company’s coaxial cable and connector products are used in cable television systems including full service cable television/telecommunication systems being installed by cable operators and telecommunication companies offering video, voice and data services. The Company is also a major supplier of coaxial cable to the developing international cable television market.

The Company is a global manufacturer employing advanced manufacturing processes. The Company manufactures and assembles its products at facilities in the Americas, Europe, Africa and Asia. The Company sells its connector products through its own global sales force and independent manufacturers’ representatives to thousands of OEMs in approximately 60 countries throughout the world as well as through a global network of electronics distributors. The Company sells its cable products primarily to cable television operators and to telecommunication companies who have entered the broadband communications market. For the year 2004, approximately 48% of the Company’s net sales were in North America, 27% were in Europe and 25% were in Asia and other countries.

The Company implements its product development strategy through product design teams and collaboration arrangements with customers which result in the Company obtaining approved vendor status for its customers’ new products and programs. The Company seeks to have its products become widely accepted within the industry for similar applications and products manufactured by other potential customers, which the Company believes will provide additional sources of future revenue. By developing application specific products, the Company has decreased its exposure to standard products which generally experience greater pricing pressure. In addition to product design teams and customer collaboration arrangements, the Company uses key account managers to manage customer relationships on a global basis such that it can bring to bear its total resources to meet the worldwide needs of its multinational customers. The Company is also focused on making strategic acquisitions in certain markets to further broaden and enhance its product offerings and expand its global capabilities.

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Business Segments

The following table sets forth the dollar amounts of the Company’s net trade sales for its business segments. For a discussion of factors affecting changes in sales by business segment and additional segment financial data, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 7 in the Company’s “Notes to Consolidated Financial Statements.”

	2004		2003		2002
	(dollars in thousands)
Net trade sales by business segment:
Interconnect products and assemblies	$	1,333,838	$	1,071,968	$	892,309
Cable products	196,608		167,536		169,693
	$	1,530,446	$	1,239,504	$	1,062,002
Net trade sales by geographic area (1):
United States operations	$	674,302	$	555,918	$	501,073
International operations	856,144		683,586		560,929
	$	1,530,446	$	1,239,504	$	1,062,002

(1)Based on customer location to which product is shipped.

Interconnect Products and Assemblies. The Company produces a broad range of interconnect products and assemblies primarily for voice, video and data communication systems, commercial and military aerospace systems, automotive and mass transportation applications, and industrial and factory automation equipment. Interconnect products include connectors, which when attached to an electronic or fiber optic cable, a printed circuit board or other device, facilitate electronic or fiber optic transmission. Interconnect assemblies generally consist of a system of cable and connectors for linking electronic and fiber optic equipment. The Company designs and produces a broad range of connector and cable assembly products used in communication applications, such as: engineered cable assemblies used in base stations for wireless communication systems and internet networking equipment; smart card acceptor devices used in mobile GSM telephones, cable modems and other applications to facilitate reading data from smart cards; fiber optic couplers and connectors used in fiber optic signal transmission; input/output connectors and assemblies used for servers and data storage devices and linking personal computers and peripheral equipment; and sculptured flexible circuits used for integrating printed circuit boards in communication applications. The Company also designs and produces a broad range of radio frequency connector products used in telecommunications, computer and office equipment, instrumentation equipment, local area networks and automotive electronics.  The Company’s radio frequency interconnect products and assemblies are also used in base stations, mobile communication devices and other components of cellular and personal communications networks.

The Company believes that it is the largest supplier of high performance, military-specification, circular environmental connectors. Such connectors require superior performance and reliability under conditions of stress and in hostile environments. High performance environmental connectors and interconnect systems are generally used to interconnect electronic and fiber optic systems in sophisticated aerospace, military, commercial and industrial equipment. These applications present demanding technological requirements in that the connectors are subject to rapid and severe temperature changes, vibration, humidity and nuclear radiation. Frequent applications of these connectors and interconnect systems include aircraft, guided missiles, radar, military vehicles, equipment for spacecraft, energy, medical instrumentation, geophysical applications and off-road construction equipment. The Company also designs and produces industrial interconnect products used in a variety of applications such as factory automation equipment, mass transportation applications including railroads and marine transportation; and automotive safety products including interconnect devices and systems used in automotive airbags, pretensioner seatbelts, antilock braking systems and other on board automotive electronic systems. The Company also designs and produces highly-engineered cable and backplane assemblies. Such assemblies are specially designed by the Company in conjunction with OEM customers for specific applications, primarily for computer, wired and wireless communication systems, office equipment and aerospace applications. The cable assemblies utilize the Company’s connector and cable products as well as components purchased from others.

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Cable Products.The Company designs, manufactures and markets coaxial cable primarily for use in the cable television industry. The Company manufactures two primary types of coaxial cable: semi-flexible, which has an aluminum tubular shield, and flexible, which has one or more braided metallic shields. Semi-flexible coaxial cable is used in the trunk and feeder distribution portion of cable television systems, and flexible cable (also known as drop cable) is used primarily for hookups from the feeder cable to the cable television subscriber’s residence. Flexible cable is also used in other communication applications. The Company has also developed a broad line of radio frequency connectors for coaxial cable and fiber optic interconnect components for full service cable television/telecommunication networks.

The rapid development in fiber optic technologies, digital compression (which allows several channels to be transmitted within the same bandwidth that a single analog channel requires) and other communication technologies, including the Company’s development of higher capacity coaxial cable, have resulted in technologies that enable cable television systems to provide channel capacity in excess of 500 channels. Such expanded channel capacity, along with other component additions, permit cable operators to offer full service networks with a variety of capabilities including near video-on-demand, pay-per-view special events, home shopping networks, interactive entertainment and education services, telephone services and high-speed access to data resources such as the Internet. With respect to expanded channel capacity systems, cable operators have generally adopted, and the Company believes that for the foreseeable future will continue to adopt, a cable system using both fiber optic cable and coaxial cable. Such systems combine the advantages of fiber optic cable in transmitting clear signals over a long distance without amplification, with the advantages of coaxial cable in ease of installation, low cost and compatibility with the receiving components of the customer’s communication devices. The Company believes that while system operators are likely to increase their use of fiber optic cable for the trunk and feeder portions of the cable systems, there will be an ongoing need for high capacity coaxial cable for the local distribution and street-to-the-home portions of the cable system. In addition, U.S. cable system designs are increasingly being employed in international markets where cable television penetration is generally lower than in the U.S. The Company believes the development of cable television systems in international markets presents an opportunity to increase sales of its coaxial cable products.

The Company is also a leading producer of flat-ribbon cable, a cable made of wires assembled side by side such that the finished cable is flat. Flat-ribbon cable is used to connect internal components in systems with space and component configuration limitations. The product is used in computer and office equipment components as well as in a variety of telecommunication applications.

International Operations

The Company believes that its global presence is an important competitive advantage as it allows the Company to provide quality products on a timely and worldwide basis to its multinational customers. Approximately 56% of the Company’s sales for the year ended December 31, 2004 were outside the United States. Approximately 48% of such international sales were in Europe. The Company has manufacturing and assembly facilities in the United Kingdom, Germany, France, the Czech Republic, and Estonia and sales offices in most European markets.  The balance of the Company’s international activities are located in Asia, Canada, Latin America, Africa and Australia. Asian operations include manufacturing facilities in Japan, Taiwan, China, Korea, India and Malaysia. The Company’s international manufacturing and assembly facilities generally serve the respective local markets and coordinate product design and manufacturing responsibility with the Company’s other operations around the world. The Company has low cost manufacturing and assembly facilities in Mexico, China, India, Africa and Eastern Europe to serve regional and world markets.

Customers

The Company’s products are used in a wide variety of applications by numerous customers, the largest of which was less than 4% of net sales for the year ended December 31, 2004. The Company sells its products to over 10,000 customer locations worldwide. The Company’s products are sold both directly to OEMs, contract manufacturers, cable system operators, telecommunication companies and through manufacturers’ representatives and distributors. There has been a trend on the part of OEM customers to consolidate their lists of qualified suppliers to companies that have a global presence, can meet quality and delivery standards, have a broad product portfolio and design capability, and have competitive prices. The Company has focused its global resources to position itself to compete effectively in this environment. The Company has concentrated its efforts on service and productivity improvements including advanced computer aided design and manufacturing systems, statistical process controls and just-in-time inventory programs to increase product quality and shorten product delivery schedules. The Company’s strategy is to provide comprehensive design capabilities, a broad selection of products and a high level of service in the areas in which it competes. The Company has achieved a preferred supplier designation from many of its OEM customers.

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The Company’s sales to distributors represented approximately 21% of the Company’s 2004 sales. The Company’s recognized brand names, including “Amphenol,” “Times Fiber,” “Tuchel,” “Socapex,” “Sine,” “Spectra-Strip,” “Pyle-National,” “Matrix,” “Kai Jack” and others, together with the Company’s strong connector design-in position (products that are specified in customer drawings), enhance its ability to reach the secondary market through its network of distributors.

Manufacturing

The Company employs advanced manufacturing processes including molding, stamping, plating, turning, extruding, die casting and assembly operations as well as proprietary process technology for flat-ribbon and coaxial cable production. The Company’s manufacturing facilities are generally vertically integrated operations from the initial design stage through final design and manufacturing. Outsourcing of certain fabrication processes is used when cost-effective. Substantially all of the Company’s manufacturing facilities are certified to the ISO9000 series of quality standards.

The Company employs a global manufacturing strategy to lower its production costs and to improve service to customers. The Company sources its products on a worldwide basis with manufacturing and assembly operations in the Americas, Europe, Asia, Africa and Australia. To better serve high volume OEM customers, the Company has established just-in-time facilities near major customers.

The Company’s policy is to maintain strong cost controls in its manufacturing and assembly operations. The Company is continually evaluating and adjusting its expense levels and workforce to reflect current business conditions and maximize the return on capital investments.

The Company purchases a wide variety of raw materials for the manufacture of its products, including precious metals such as gold and silver used in plating, aluminum, brass, steel, copper and bimetallic products used for cable, contacts and connector shells; and plastic materials used for cable and connector bodies and inserts. Such raw materials are generally available throughout the world and are purchased locally from a variety of suppliers. The Company is not dependent upon any one source for raw materials, or if one source is used the Company attempts to protect itself through long-term supply agreements.

Research and Development

The Company’s research and development expense for the creation of new and improved products and processes was $32.5 million, $26.4 million and $24.2 million for 2004, 2003 and 2002, respectively. The Company’s research and development activities focus on selected product areas and are performed by individual operating divisions. Generally, the operating divisions work closely with OEM customers to develop highly-engineered products and systems that meet customer needs. The Company focuses its research and development efforts primarily on those product areas that it believes have the potential for broad market applications and significant sales within a one-to-three year period.

Trademarks and Patents

The Company owns a number of active patents worldwide. The Company also regards its trademarks “Amphenol,” “Times Fiber,” “Tuchel,” “Socapex,” “Sine,” “Spectra-Strip,” “Pyle-National,” “Matrix,” “Kai Jack” and others to be of value in its businesses. The Company has exclusive rights in all its major markets to use these registered trademarks. While the Company considers its patents and trademarks to be valuable assets, the Company does not believe that its competitive position is dependent on patent or trademark protection or that its operations are dependent on any individual patent or trademark.

Competition

The Company encounters competition in substantially all areas of its business. The Company competes primarily on the basis of engineering, product quality, price, customer service and delivery time. Competitors include large, diversified companies, some of which have substantially greater assets and financial resources than the Company, as well as medium to small companies. In the area of coaxial cable for cable television, the Company believes that it and CommScope are the primary world providers of such cable; however, CommScope is larger than the Company in this market. In addition, the Company faces competition from other companies that have concentrated their efforts in one or more areas of the coaxial cable market.

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Backlog

The Company estimates that its backlog of unfilled orders was $293 million and $262 million at December 31, 2004 and 2003, respectively. Orders typically fluctuate from quarter to quarter based on customer demands and general business conditions. Unfilled orders may be cancelled prior to shipment of goods. It is expected that all or a substantial portion of the backlog will be filled within the next 12 months. Significant elements of the Company’s business, such as sales to the cable television industry, distributors, the computer industry, and other commercial customers, generally have short lead times. Therefore, backlog may not be indicative of future demand.

Employees

As of December 31, 2004, the Company had approximately 16,100 full-time employees worldwide. Of these employees, approximately 10,700 were hourly employees and the remainder were salaried. The Company had a one week strike in October 1995 at its Sidney, New York facility relating to the renewal of the labor contract at that facility with the International Association of Machinists and Aerospace Workers. The Company has not had any other significant work stoppages in the past ten years. The Company believes that it has a good relationship with its unionized and non-unionized employees.

Other

The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available, without charge, on the Company’s web site, www.amphenol.com, as soon as reasonably practicable after they are filed electronically with the SEC. Copies are also available without charge, from Amphenol Corporation, Investor Relations, 358 Hall Avenue, Wallingford, CT 06492.

Cautionary Statements for Purposes of Forward Looking Information

Statements made by the Company in written or oral form to various persons, including statements made in filings with the SEC, that are not strictly historical facts are “forward looking” statements. Such statements should be considered as subject to uncertainties that exist in the Company’s operations and business environment. The following includes some, but not all, of the factors or uncertainties that could cause the Company to fail to conform with expectations and predictions:

•A global economic slowdown in any one, or all, of the Company’s market segments.

•The effects of significant changes in monetary and fiscal policies in the U.S. and abroad including significant currency fluctuations and unforeseen inflationary pressures.

•Substantial and unforeseen price pressure on the Company’s products or significant cost increases that cannot be recovered through price increases or productivity improvements.

•Increased difficulties in obtaining a consistent supply of basic materials like steel, aluminum, copper, bimetallic products, gold or plastic resins at stable pricing levels.

•Unpredictable difficulties or delays in the development of new product programs.

•Significant changes in interest rates or in the availability of financing for the Company or certain of its customers.

•Rapid material escalation of the cost of regulatory compliance and litigation.

•Unexpected government policies and regulations affecting the Company or its significant customers.

•Unforeseen intergovernmental conflicts or actions, including but not limited to armed conflict and trade wars.

•Difficulties and unanticipated expense of assimilating newly-acquired businesses.

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•Any difficulties in obtaining or retaining the management and other human resource competencies that the Company needs to achieve its business objectives.

•The risks associated with any technological shifts away from the Company’s technologies and core competencies. For example, a technological shift away from the use of coaxial cable in cable television/telecommunication systems could have a substantial impact on the Company’s coaxial cable business.

•Unforeseen interruptions to the Company’s business with its largest customers, distributors and suppliers resulting from, but not limited to, strikes, financial instabilities, computer malfunctions or inventory excesses.

Item 2. Properties

The Company’s fixed assets include certain plants and warehouses and a substantial quantity of machinery and equipment, most of which is general purpose machinery and equipment using tools and fixtures and in many instances having automatic control features and special adaptations. The Company’s plants, warehouses, machinery and equipment are in good operating condition, are well maintained, and substantially all of its facilities are in regular use. The Company considers the present level of fixed assets along with planned capital expenditures as suitable and adequate for operations in the current business environment. At December 31, 2004, the Company operated a total of 97plants and warehouses of which (a) the locations in the U.S. had approximately 1.9million square feet, of which 0.7 million square feet were leased; (b) the locations outside the U.S. had approximately 2.9 million square feet, of which 1.6million square feet were leased; and (c) the square footage by segment was approximately 3.9 million square feet and 0.9 million square feet for interconnect products segment and cable products segment, respectively.

The Company believes that its facilities are suitable and adequate for the business conducted therein and are being appropriately utilized for their intended purposes. Utilization of the facilities varies based on demand for the products. The Company continuously reviews its anticipated requirements for facilities and, based on that review, may from time to time acquire or lease additional facilities and/or dispose of existing facilities.

Item 3. Legal Proceedings

The Company and its subsidiaries have been named as defendants in several legal actions in which various amounts are claimed arising from normal business activities. Although the amount of any ultimate liability with respect to such matters cannot be precisely determined, in the opinion of management, such matters are not expected to have a material effect on the Company’s financial condition or results of operations.

Certain operations of the Company are subject to federal, state and local environmental laws and regulations which govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with all applicable environmental laws and regulations and that the costs of continuing compliance will not have a material effect on the Company’s financial condition or results of operations.

Subsequent to the acquisition of Amphenol from Allied Signal Corporation (“Allied Signal”) in 1987 (Allied Signal merged with Honeywell International Inc. in December 1999 (“Honeywell”)), Amphenol and Honeywell have been named jointly and severally liable as potentially responsible parties in relation to several environmental cleanup sites. Amphenol and Honeywell have jointly consented to perform certain investigations and remedial and monitoring activities at two sites and they have been jointly ordered to perform work at another site. The costs incurred relating to these three sites are currently reimbursed by Honeywell based on an agreement (the “Honeywell Agreement”) entered into in connection with the acquisition in 1987. For sites covered by the Honeywell Agreement, to the extent that conditions or circumstances occurred or existed at the time of or prior to the acquisition, Honeywell is obligated to reimburse Amphenol 100% of such costs.  Honeywell representatives continue to work closely with the Company in addressing the most significant environmental liabilities covered by the Honeywell Agreement.  Management does not believe that the costs associated with resolution of these or any other environmental matters will have a material adverse effect on the Company’s financial condition or results of operations. The environmental investigation, remedial and monitoring activities identified by the Company, including those referred to above, are covered under the Honeywell Agreement.

Owners and occupiers of sites containing hazardous substances, as well as generators of hazardous substances, are subject to broad liability under various federal and state environmental laws and regulations, including expenditures for cleanup and monitoring costs and potential damages arising out of past disposal activities. Such liability in many cases may be imposed regardless of fault or the legality of the original disposal activity. The Company is currently performing monitoring activities at its manufacturing site in

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Sidney, New York. The Company is also performing design, cleanup, operations and maintenance and monitoring activities at three off-site disposal sites previously utilized by the Company’s Sidney facility and others, the “Richardson Hill” landfill, the “Route 8” landfill and the “Sidney Center” landfill. The Company and Honeywell have entered into an administrative consent order with the United States Environmental Protection Agency (the “EPA”) and are presently performing remedial measures for “Richardson Hill”, which has been designated a “Superfund” site on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980. The administrative consent order requires the Company to complete the approved remedial measures and to continue to monitor the site.  With respect to the second site, the “Route 8” landfill, the Company initiated a remediation program pursuant to a Consent Order with the New York Department of Environmental Protection and is continuing to monitor the results of those remediation efforts. In December 1995, the Company and Honeywell received a letter from the EPA demanding that the Company and Honeywell accept responsibility for the investigation and cleanup of the third site, Sidney Center landfill, another Superfund site. The Sidney Center landfill was a municipal landfill site utilized by the Company’s Sidney facility and other local towns and businesses. In 1996, the Company and Honeywell received a unilateral order from the EPA directing the Company and Honeywell to perform certain investigation, design and cleanup activities at the Sidney Center landfill site. The Company and Honeywell responded to the unilateral order by agreeing to undertake certain remedial design activities. In 1997, the EPA filed a lawsuit against the Company and Honeywell seeking reimbursement of past costs expended by the EPA in connection with activities at the Sidney Center landfill site and seeking to affix liability upon the Company and Honeywell for all additional costs to be incurred in connection with all further investigations, design and cleanup activities at the Sidney Center landfill site. The Company joined four local municipalities as co-defendants in the lawsuit. In 2001, the Company and Honeywell were ordered by the Court to pay the EPA approximately $3.5 million, net of contributions by the municipalities who had been joined as co-defendants in the lawsuit. Pursuant to that decision the Company and Honeywell are implementing the approved remedial measures for the Sidney Center landfill site. The municipalities who were joined in the lawsuit have agreed to monitor and maintain the caps installed at the Sidney Center landfill site as part of the approved remediation plan. The Company and Honeywell will be responsible for continuing groundwater monitoring at the site. The Company is also engaged in remediating or monitoring environmental conditions at certain of its other manufacturing facilities and has been named as a potentially responsible party for cleanup costs at other off-site disposal sites. All such environmental matters referred to in this paragraph are covered by the Honeywell Agreement.

Since 1987, the Company has not been identified nor has it been named as a potentially responsible party with respect to any other significant on-site or off-site hazardous waste matters. In addition, the Company believes that all of its manufacturing activities and disposal practices since 1987 have been in material compliance with all applicable environmental laws and regulations. Nonetheless, it is possible that the Company will be named as a potentially responsible party in the future with respect to additional Superfund or other sites. Although the Company is unable to predict with any reasonable certainty the extent of its ultimate liability with respect to any pending or future environmental matters, the Company believes, based upon all information currently known by management about the Company’s manufacturing activities, disposal practices and estimates of liability with respect to all known environmental matters, that any such liability will not be material to its financial condition or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our shareholders during the last quarter of the year ended December 31, 2004.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

On January 21, 2004, the Company announced a 2-for-1 stock split that was effective for stockholders of record as of March 17, 2004.  The additional shares were distributed on March 29, 2004.  The share information included herein reflects the effect of such stock split.

The Company affected the initial public offering of its Class A Common Stock in November 1991. The Company’s common stock has been listed on the New York Stock Exchange since that time under the symbol “APH.” The following table sets forth on a per share basis the high and low prices for the common stock for both 2004 and 2003 as reported on the New York Stock Exchange.

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	2004				2003
	High		Low		High		Low
First Quarter	$	34.70	$	28.13	$	21.98	$	18.50
Second Quarter	34.49		29.75		24.70		19.38
Third Quarter	34.37		27.90		28.84		23.05
Fourth Quarter	37.52		32.23		32.07		26.03

As of January 31, 2005, there were 50 holders of record of the Company’s common stock. A significant number of outstanding shares of common stock are registered in the name of only one holder, which is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. The Company believes that there are a significant number of beneficial owners of its common stock.

Since its initial public offering in 1991, the Company has not paid any dividends; however, on January 19, 2005, the Company announced that it will commence payment of a quarterly dividend on its common stock of $.03 per share.  The Company expects the first dividend payment to be made on or about April 6, 2005 to shareholders of record as of March 15, 2005.  The Company intends to retain the remainder of its earnings to provide funds for the operation and expansion of the Company’s business, repurchase shares of its common stock and to repay outstanding indebtedness.

At December 31, 2003, Kohlberg Kravis Roberts & Co. L.P. (“KKR”) owned 27.2% of the Company’s Class A Common Stock.  During the third quarter of 2004, partnerships affiliated with KKR sold all their Class A common stock and, as such, owned none of the Company’s Class A Common Stock as of December 31, 2004.  In 2004, 2003 and 2002, the Company paid KKR fees of $0.5 million, $0.9 million, and $1.0 million, respectively for management and consulting services.

The following table summarizes our equity compensation plan information as of December 31, 2004:

	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance
Equity compensation plans approved by security holders	7,012,208	$	21.22	1,788,370
Equity compensation plans not approved by security holders	—	—		—
Total	7,012,208	$	21.22	1,788,370

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Purchases of Equity Securities

On March 4, 2004, the Company announced that its Board of Directors authorized an open-market stock repurchase program (the “Program”) of up to 2.0 million shares (on a post-split basis) of its common stock during the period ending December 31, 2005.  On October 20, 2004 the Program was amended to increase the number of authorized shares to 5.0 million and to extend the expiration date until September 30, 2006.  Approximately 3.5 million shares of common stock remain available for repurchase under the Program.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2004 to January 31, 2004	—	—	—	—
February 1, 2004 to February 29, 2004	—	—	—	—
March 1, 2004 to March 31, 2004	530,800	$ 30.47	530,800	4,469,200
April 1, 2004 to April 30, 2004	—	—	—	—
May 1, 2004 to May 31, 2004	—	—	—	—
June 1, 2004 to June 30, 2004	—	—	—	—
July 1, 2004 to July 31, 2004	206,700	$ 29.39	737,500	4,262,500
August 1, 2004 to August 31, 2004	280,300	$ 29.38	1,017,800	3,982,200
September 1, 2004 to September 30, 2004	80,000	$ 29.93	1,097,800	3,902,200
October 1, 2004 to October 31, 2004	40,000	$ 33.83	1,137,800	3,862,200
November 1, 2004 to November 30, 2004	120,000	$ 36.40	1,257,800	3,742,200
December 1, 2004 to December 31, 2004	197,700	$ 35.62	1,455,500	3,544,500
Total	1,455,500	$ 31.36	1,455,500	3,544,500

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Item 6. Selected Financial Data

(dollars in thousands, except per share data)

	Year Ended December 31,
	2004		2003			2002		2001		2000
Operations
Net sales	$	1,530,446	$	1,239,504		$	1,062,002	$	1,103,771	$	1,359,702
Net income	163,311		103,990		(1)	80,344		83,710		107,904
Net income per common share—Diluted	1.82		1.18		(1)	0.93		0.98		1.26
Financial Position
Working capital	$	253,443	$	233,707		$	153,250	$	166,857	$	170,131
Total assets	1,306,711		1,181,384			1,078,908		1,026,743		1,004,322
Long-term debt, including current portion	449,053		542,959			644,248		720,319		728,346
Shareholders’ equity	481,604		323,406			166,982		103,933		29,234
Weighted average shares outstanding— Diluted	89,736,656		88,131,720			86,891,200		85,994,242		85,757,844

(1)Includes a one-time charge for expenses incurred in the early extinguishment of debt of $10,367, less tax benefit of $3,525, or $0.08 per share after taxes.

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Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

The following discussion and analysis of the results of operations for the three fiscal years ended December 31, 2004 has been derived from and should be read in conjunction with the consolidated financial statements included elsewhere in this document.

Executive Overview

The Company is a global designer, manufacturer and marketer of interconnect and cable products.  In 2004 approximately 56% of the Company’s sales were outside the U.S.  The primary end markets for our products are:

•communication systems for the converging technologies of voice, video and data communications;

•a broad range of industrial applications including factory automation and motion control systems, medical and industrial instrumentation, mass transportation, natural resource exploration and automotive applications; and

•commercial and military aerospace applications.

The Company’s products are used in a wide variety of applications by numerous customers, the largest of which was less than 4% of net sales in 2004.  The Company encounters competition in all of its markets and competes primarily on the basis of engineering, product quality, price, customer service and delivery time.  There has been a trend on the part of OEM customers to consolidate their lists of qualified suppliers to companies that have a global presence, can meet quality and delivery standards, have a broad product portfolio and design capability, and have competitive prices.  The Company has focused its global resources to position itself to compete effectively in this environment.  The Company believes that its global presence is an important competitive advantage as it allows the Company to provide quality products on a timely and worldwide basis to its multinational customers.

The Company’s strategy is to provide comprehensive design capabilities, a broad selection of products and a high level of service in the areas in which it competes.  The Company focuses its research and development efforts through close collaboration with its OEM customers to develop highly-engineered products that meet customer needs and have the potential for broad market applications and significant sales within a one-to-three year period.  The Company is also focused on controlling costs.  The Company does this by investing in modern manufacturing technologies, controlling purchasing processes and expanding into low cost labor areas.

The Company’s strategic objective is to further enhance its position in its served markets by pursuing the following success factors:

•Focus on customer needs

•Design and develop application-specific interconnect solutions

•Establish a strong global presence in resources and capabilities

•Preserve and foster a collaborative, entrepreneurial management structure

•Maintain a culture of controlling cost

•Pursue strategic acquisitions

For the year ended December 31, 2004, the Company reported net sales, operating income and net income of $1,530.4 million, $276.6 million and $163.3 million, respectively; up 23%, 35% and 57%, respectively, from 2003.  Sales of interconnect products and assemblies and sales of cable products increased in each of the Company’s related major markets and geographic regions.  Net income benefited from both the increase in operating income and reduced interest expense.  Sales and profitability trends are discussed in detail in “Results of Operations” below.  In addition, one strength of the Company is its ability to consistently generate cash.  The Company uses cash generated from operations to fund capital expenditures and acquisitions, repurchase shares of its common stock and to reduce indebtedness.  In 2004, the Company generated operating cash flow of $208.3 million of which $100.3 million was used to reduce debt.

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Results of Operations

The following table sets forth the components of net income as a percentage of net sales for the periods indicated.

	Year Ended December 31,
	2004		2003		2002
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales, excluding depreciation and amortization	65.3		66.2		65.9
Depreciation and amortization expense	2.5		3.0		3.3
Selling, general and administrative expense	14.1		14.3		14.4
Operating income	18.1		16.5		16.4
Interest expense	(1.5	)	(2.4	)	(4.3	)
Other expenses, net	(.4	)	(.6	)	(.5	)
Expense for early extinguishment of debt	—		(.8	)	—
Income before income taxes	16.2		12.7		11.6
Provision for income taxes	(5.5	)	(4.3	)	(4.0	)
Net income	10.7	%	8.4	%	7.6	%

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2004 Compared to 2003

Net sales were $1,530.4million for the year ended December 31, 2004 compared to $1,239.5 million for 2003 an increase of 23% in U.S. dollars and 20% in local currencies. Sales of interconnect products and assemblies increased 24% in U.S. dollars and 20% in local currencies compared to 2003 ($1,333.8 million in 2004 versus $1,072.0 million in 2003).  Sales increased in all major geographic regions as a result of the continuing development of new application specific and value added products, economic improvement in some of the Company’s major end markets and the impact of acquisitions in 2004 and 2003 ($50.3 million).  Sales increased in the Company’s major end markets including mobile communications, industrial, automotive, military/aerospace, and computer/data communications markets.  The increase in sales in the mobile communications markets (approximately $105.7 million) is attributable primarily to increased demand on wireless infrastructure products in all regions, increased demand on mobile handset products in Asia and the impact of acquisitions during 2003 of companies in North America and China serving the wireless installation market.  The increase in sales in the industrial market (approximately $49 million) reflects increased sales in North America and Europe.  Automotive sales increased approximately $34 million primarily in Europe and to a lesser extent in North America, reflecting the increased use of safety and telematic applications in cars and as a result of acquisitions. The increase in military/aerospace sales (approximately $63.9 million) relates primarily to increased demand on military programs and avionics applications in North America and Europe.  Sales to the computer and data communications related markets increased approximately $11.1 million reflecting increased sales in North America, Europe and Asia and the impact of acquisitions.  Sales of cable products increased 17% compared to 2003 ($196.6 million in 2004 versus $167.5 million in 2003). Such increase is primarily due to increased sales in broadband cable television markets.

Geographically, sales in the U.S. in 2004 increased approximately 21% compared to 2003 ($674.3 million in 2004 versus $555.9 million in 2003); international sales for 2004 increased approximately 25% in U.S. dollars ($856.1 million in 2004 versus $683.6 million in 2003) and increased approximately 19% in local currency compared to 2003. The comparatively weak U.S. dollar in 2004 had the currency effect of increasing net sales by approximately $46.6 million when compared to foreign currency translation rates in 2003.

The gross profit margin as a percentage of net sales (including depreciation in cost of sales) increased to 32% in 2004 compared to 31% in 2003.  An increase in margins was achieved in both the interconnect products and assemblies segment and the cable segment although the cable segment increase was partially offset by a continued increase in material costs. The operating margin for interconnect products and assemblies increased approximately 2% compared to the prior year.  The increase is generally attributable to the continuing development of new higher margin application specific products, excellent operating leverage on incremental volume and aggressive programs of cost controls.

Selling, general and administrative expenses were $215.0 million and $177.4 million in 2004 and 2003, respectively, and remained approximately 14.0% of sales in 2004 and 2003, respectively.  Research and development expenditures increased approximately $6.1 million, commensurate with sales, reflecting increases in expenditures for new product development and represented approximately 2% of sales for both 2004 and 2003. Selling and marketing expenses remained approximately 7% of sales.  Shipping expense, which relates primarily to sales of cable products to the broadband market, increased commensurate with sales for those products. Administrative expenses increased by approximately $11.8 million, due primarily to increases in costs relating to insurance, pensions, medical benefits and professional fees.

Interest expense was $22.5 million for 2004 compared to $29.5 million for 2003. The decrease is primarily attributable to lower interest rates including the effect of the refinancing completed in the second quarter of 2003 (see Liquidity and Capital Resources) and lower average debt levels.  At current interest rates, interest expense for 2005 is expected to be approximately $19 million.

Expenses for early extinguishment of debt totaling $10.4 million in 2003, relate to the refinancing of the Company’s senior credit facilities.  Such one-time expenses include the call premium related to the redemption of the Company’s Senior Subordinated Notes of $4.7 million, write-off of unamortized deferred debt issuance costs of $3.9 million and other related fees and expenses of $1.8 million.

Other expenses, net, for 2004 and 2003 were $6.7 million and $7.0 million, respectively.  Other expenses, net, are comprised primarily of foreign currency transaction losses ($0.6 million in 2004 and $1.3 million in 2003), reflecting the relative weakness of the U.S. dollar in 2004 and 2003, program fees on sale of accounts receivable ($2.3 million in 2004 and $1.5 million in 2003), reflecting lower receivable fee rates in 2003, minority interests ($3.0 million in 2004 and $2.4 million in 2003) and agency and commitment fees on the Company’s credit facilities ($1.0 million in 2004 and $0.8 million in 2003). In addition, in 2003 the Company incurred $1.0 million in expenses relating to a secondary stock offering (for which the Company did not receive any proceeds). See Note 8 to the Company’s Consolidated Financial Statements for details of the components of other expenses, net.

The provision for income taxes was at an effective rate of 34.0% in 2004 and 2003.

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2003 Compared to 2002

Net sales were $1,239.5million for the year ended December 31, 2003 compared to $1,062.0 million for 2002. Sales of interconnect products and assemblies increased 20% compared to 2002 ($1,072.0 million in 2003 versus $892.3 million in 2002).  Sales increased in the Company’s major end markets including military/aerospace, mobile communications, industrial, automotive and computer/data communications markets.  The increases occurred in all major geographic regions, with approximately one third of the increase attributable to the effect of currency translation, as detailed below.  The remaining increase was attributable to the continuing development of new application specific and value added products, economic improvement in some of the Company’s major end markets and acquisitions in 2002 and 2003.  The increase in military/aerospace sales (approximately $47 million) relates primarily to increased demand on military programs and avionics applications in North America and Europe, and an acquisition ($8 million).  The increase in sales in the mobile communications markets (approximately $42 million) is attributable to the acquisition of companies in North America and China serving the network infrastructure market (approximately $18 million) and increases in Asia in sales of handset products.  The increase in sales in the industrial market (approximately $36 million) reflects increases resulting from acquisitions in North America (approximately $16 million) and increased sales in Europe.  Automotive sales increased approximately $33 million primarily in Europe and to a lesser extent in North America reflecting increased use of safety and telematic applications in cars.  Sales to the computer and data communications related markets increased approximately $23 million; a cable assembly acquisition in North America contributed one-third of the increase and the remainder reflects increased sales in Europe and Asia.  Sales of cable products decreased 1% compared to 2002 ($167.5 million in 2003 versus $169.7 million in 2002). Such decrease is generally attributable to continuing low levels of capital spending by U.S. and international cable television operators for cable system upgrades and expansion.  The lower levels of spending are not expected to change significantly in the near term.

Geographically, sales in the U.S. in 2003 increased approximately 11% compared to 2002 ($555.9 million in 2003 versus $501.1 million in 2002); international sales for 2003 increased approximately 22% in U.S. dollars ($683.6 million in 2003 versus $560.9 million in 2002) and increased approximately 12% in local currency compared to 2002. The comparatively weak U.S. dollar in 2003 had the currency effect of increasing net sales by approximately $63.9 million when compared to foreign currency translation rates in 2002.

The gross profit margin as a percentage of net sales (including depreciation in cost of sales) remained constant at 31% for 2003 and 2002.  An increase in margins in the interconnect products and assemblies segment was offset by a decline in margins in the cable products segment.  The operating margin for interconnect products and assemblies increased approximately 2% compared to the prior year, the increase is generally attributable to the effects of higher sales volume and cost reduction activities relating to purchased materials and increased activity in low cost labor areas.  The increase was offset by a decline in operating profit margins for cable products of approximately 6% compared to the prior year due primarily to higher material costs and change in product mix.

Selling, general and administrative expenses were $177.4 million and $152.9 million in 2003 and 2002, respectively, and remained constant at approximately 14% of sales.  Research and development expenditures increased approximately $2.2 million, reflecting increases in expenditures for new product development. Selling and marketing expenses remained constant at approximately 7% of sales. Shipping expense, which relates primarily to sales of cable products to the broadband market, remained stable, commensurate with sales for those products. Administrative expenses increased by approximately $6.9 million, due primarily to increases in costs relating to insurance, pensions and medical benefits.

Interest expense was $29.5 million for 2003 compared to $45.9 million for 2002. The decrease is primarily attributable to lower interest rates including the effect of the refinancing completed in the second quarter of 2003 (see Liquidity and Capital Resources) and lower average debt levels.

Expenses for early extinguishment of debt totaling $10.4 million in 2003, relate to the refinancing of the Company’s senior credit facilities.  Such one-time expenses include the call premium related to the redemption of the Company’s Senior Subordinated Notes of $4.7 million, write-off of unamortized deferred debt issuance costs of $3.9 million and other related fees and expenses of $1.8 million.

Other expenses, net, for 2003 and 2002 was $7.0 million and $5.4 million, respectively.  Other expenses, net, is comprised primarily of foreign currency transaction losses ($1.3 million in 2003 and $2.7 million in 2002), reflecting the relative weakness of the U.S. dollar in 2003 and 2002, program fees on sale of accounts receivable ($1.5 million in 2003 and $1.8 million in 2002), reflecting lower receivable fee rates in 2003, minority interests ($2.4 million in 2003 and $1.8 million in 2002) and agency and commitment fees on the Company’s credit facilities ($0.8 million in 2003 and $0.6 million in 2002). In addition, in 2003 the Company incurred $1.0 million in expenses relating to a secondary stock offering (for which the Company did not receive any proceeds), and in 2002 the Company realized $1.5 million of income relating to a license fee settlement. See Note 8 to the Company’s Consolidated Financial Statements for details of the components of other expenses, net.

The provision for income taxes for 2003 was at an effective rate of 34% compared to 34.5% in 2002.

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Liquidity and Capital Resources

Cash provided by operating activities totaled $208.3 million, $170.0 million and $120.6 million for 2004, 2003 and 2002, respectively.  In 2004, the Company reclassified certain amounts in its 2003 and 2002 Consolidated Statements of Cash Flow from financing activities to operating activities as a result of a determination that they had not been reported in accordance with Statement of Financial Accounting Standard No. 95 “Statement of Cash Flows”.  The amounts reclassified of $10.6 and ($11.0) million in 2003 and 2002, respectively, reflect a change in classification of the net change in the accounts receivables sold under the Company’s accounts receivable securitization agreement.  As a result of these reclassifications, there was no impact on the Company’s net change in cash and short-term cash investments in 2003 and 2002.  The net change during 2004 in accounts receivables sold under the Company’s accounts receivable securitization agreement which is included in operating activities is $6.2 million.  The increase in cash from operating activities in 2004 compared to 2003 is primarily attributable to an increase in net income in addition to a larger reduction in the non-cash components of working capital compared to 2003, partially offset by a larger decrease in long-term liabilities resulting from a $20 million contribution to the Company's pension plan in 2004 (compared to a $10 million contribution in 2003). The increase in cash from operating activities in 2003 compared to 2002 is primarily attributable to an increase in net income and a larger reduction in the 2003 period in non-cash components of working capital.

The non - cash components of working capital decreased $14.1 million in 2004 due primarily to a $3.2 million increase in accounts payable, an increase of $15.7 million in accrued liabilities, an increase of $6.2 million in receivables sold and an increase of $28.5 million related to accrued income taxes, partially offset by a $26.0 million increase in accounts receivable due to higher sales levels and an operating addition of $14.5 million in inventory.

The non - cash components of working capital decreased $11.6 million in 2003 due primarily to a $20.8 million increase in accounts payable, an operating reduction of $4.6 million in inventory, an increase of $10.6 million in receivables sold, and an increase in accrued income taxes of $18.0 million partially offset by a $28.8 million increase in accounts receivable due to higher sales levels and a decrease of $7.7 million in accrued liabilities.

The non-cash components of working capital decreased $4.8 million in 2002 due primarily to a $12.9 million decrease in inventory as inventory levels were reduced in response to lower sales levels, a $6.2 million increase in accrued income taxes and a $3.7 million increase in accounts payable, partially offset by an $11 million decrease in receivables sold and a $6.5 million reduction in accrued liabilities.

In 2004, accounts receivable increased $41.7 million to $214.2 million, due to an increase in sales levels, $12.6 million from an acquired company, and a $9.3 million increase due to translation resulting from the comparatively weaker U.S. dollar at December 31, 2004 compared to December 31, 2003, partially offset by a $6.2 million increase in sales of receivables (further discussed below).  Days sales outstanding, computed before sales of receivables, decreased to approximately 64 days from 66 days in 2003.  Inventory increased $25.9 million to $247.3 million, primarily due to an increase of $6.7 million due to translation resulting from the comparatively weaker U.S. dollar at December 31, 2004 compared to December 31, 2003, and $4.7 million in inventory from an acquired company coupled with an operating addition of $14.5 million.  Inventory turnover increased to 4.2x at December 31, 2004 from 3.9x at December 31, 2003.  Deferred taxes and other assets decreased $0.3 million to $28.1 million reflecting the decrease in deferred taxes, the details of which are included in Note 3 to the Company’s Consolidated Financial Statements. Goodwill increased $29.1 million to $545.4 million primarily as a result of an acquisition completed in the third quarter of 2004 as well as additional contingent consideration paid in 2004 relating to a prior year acquisition. Land and depreciable assets, net, increased $19.5 million to $197.8 million reflecting capital expenditures of $44.3 million, assets from acquisitions of approximately $6.8 million, an increase of $7.8 million due to translation resulting from the comparatively weaker U.S. dollar at December 31, 2004 compared to December 31, 2003, depreciation of $38.2 million and disposals of $1.2 million.  Accounts payable and accrued salaries, wages and employee benefits increased $18.0 million and $7.4 million to $134.9 million and $38.5 million, respectively, due primarily to an increase in sales levels, liabilities assumed from acquired companies and a $0.8 million and $0.3 million increase, respectively, due to translation resulting from the comparatively weaker U.S. dollar at December 31, 2004 compared to December 31, 2003.  Accrued income taxes increased $23.7 million due primarily to increased profits.  Other accrued liabilities increased $5.3 million to $37.1 million relating primarily to an increase in liabilities for the purchase of acquired companies and accruals relating to higher sales volume.

In 2004, cash from operating activities of $208.3 million (including additional sales of receivables of $6.2 million) and proceeds from exercise of stock options and related tax benefits of $30.3 million were used primarily to fund capital expenditures of $44.3 million, acquisitions of $41.8 million, the purchase of treasury stock of $45.6 million, an increase in cash on hand of $6.6 million and for a net debt reduction of $100.3 million.  For 2003, cash from operating activities of $170.0 million (including additional sales of receivables of $10.6 million), proceeds from the refinancing of $27.0 million and proceeds from exercise of stock options and related tax benefits of $35.9 million were used primarily to fund capital expenditures of $30.2 million, acquisitions of $51.1 million, an increase in cash on hand of $2.9 million and for a net debt reduction of $148.8 million.

During the second quarter 2003, the Company completed a refinancing of its senior credit facilities.  During 2003 borrowings of $625.0 million under a new bank loan agreement (Bank Agreement), described below, were used to repay $439.5 million outstanding under the Company’s previous bank agreement, redeem all outstanding senior subordinated notes totaling $148.7 million (including the call premium of $4.7 million) and to pay other fees and expenses associated with the refinancing of $8.9 million. A prepayment of the new bank loan of $37.0 million was made in June with excess borrowing proceeds and cash flow from operations and additional prepayments of $89.0 million were made in the second half of 2003.  The 2003 refinancing had the effect of extending the maturity of the Company’s debt coming due in 2003 through 2007.  In November 2004, the Company amended the credit agreement.  The primary effects of the amendment were to lower interest cost, and reduce limitations relative to additional indebtedness and restricted payments including repurchase of the Company’s common stock and dividends.

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The Company’s new Bank Agreement includes a Term Loan, consisting of a Tranche A and B, and a $125.0 million revolving credit facility.  At December 31, 2004, the Tranche A had a balance of $13.0 million and matures in 2008, and the Tranche B had a balance of $400.0 million and matures over the period 2005 to 2010 with annual payments of $4 million and a balloon payment due at maturity.  The revolving credit facility expires in 2008; availability under the facility at December 31, 2004 was $116.2 million, after a reduction of $8.8 million for outstanding letters of credit.  The Company’s interest rate on loans under the new Bank Agreement is LIBOR plus 150 basis points.  The Bank Agreement is secured by a first priority pledge of 100% of the capital stock of the Company’s direct domestic subsidiaries and 65% of the capital stock of direct material foreign subsidiaries, as defined in the Bank Agreement.  In addition, if the Company’s credit rating as assigned by Standard & Poor’s or Moody’s were to decline to BB- or Ba3, respectively, the Company would be required to perfect liens in favor of participants in the Bank Agreement in substantially all of the Company’s U.S.-based assets.  At December 31, 2004, the Company’s credit rating from Standard and Poor’s was BB+ and from Moody’s was Ba1. The Bank Agreement requires that the Company satisfy certain financial covenants including an interest coverage ratio of higher than 3x (EBITDA divided by interest expense) and a leverage test (Debt divided by EBITDA) lower than 3.75x and 3.50x based on total debt and senior debt, respectively.  At December 31, 2004, such ratios as defined in the Bank Agreement, were 12.91x, 1.65x and 1.65x, respectively.  The Bank Agreement also includes limitations with respect to, among other things, indebtedness in excess of $50 million for capital leases, $450 million for general indebtedness and $200 million for acquisition indebtedness, of which approximately $6.9 million, $0 and $4.2, respectively, were outstanding at December 31, 2004, and restricted payments, including dividends on the Company’s Common Stock, in excess of 50% of consolidated cumulative net income plus $50 million, or approximately $170.6 millionat December 31, 2004.  In conjunction with entering into the new Bank Agreement the Company entered into interest rate swap agreements that fixed the Company’s LIBOR interest rate on $250.0 million and $50.0 million of floating rate bank debt at 2.44% and 3.01%, expiring in May 2006 and June 2006, respectively.

The Company’s primary ongoing cash requirements will be for operating and capital expenditures, product development activities, repurchase of its common stock, dividends and debt service. The Company’s debt service requirements consist primarily of principal and interest on bank borrowings. The Company’s primary sources of liquidity are internally generated cash flow, the Company’s revolving credit facility and the sale of receivables under the Company’s accounts receivable agreement.  The Company expects that ongoing requirements for operating and capital expenditures, product development activities, repurchase of its common stock, dividends and debt service requirements will be funded from these sources; however, the Company’s sources of liquidity could be adversely affected by, among other things, a decrease in demand for the Company’s products, a deterioration in certain of the Company’s financial ratios or a deterioration in the quality of the Company’s accounts receivable.

The Company expects that capital expenditures in 2005 will be approximately $50 million. The Company’s required debt and capital lease amortization in 2005 is $16.9 million; the Company’s required cash interest payments for 2005, at current interest rates, are estimated at approximately $19 million. The Company may also use cash to fund part or all of the cost of future acquisitions.  Since its initial public offering in 1991, the Company has not paid any dividends.  However, on January 19, 2005, the Company announced that it will commence payment of a quarterly dividend on its common stock of $.03 per share.  The Company expects the first dividend payment to be made on or about April 6, 2005 to shareholders of record as of March 15, 2005.  The Company intends to retain the remainder of its earnings to provide funds for the operation and expansion of the Company’s business, repurchase of its common stock and to repay outstanding indebtedness.  Management believes that the Company’s working capital position, ability to generate strong cash flow from operations and access to credit markets will allow it to meet its obligations for the next twelve months and the foreseeable future.

Off-Balance Sheet Arrangement - Accounts Receivable Securitization

A subsidiary of the Company has an agreement with a financial institution whereby the subsidiary can sell an undivided interest of up to $85.0 million in a designated pool of qualified accounts receivable. The Company services, administers and collects the receivables on behalf of the purchaser. The agreement includes certain covenants and provides for various events of termination. The agreement expires in May 2007.  At December 31, 2004, approximately $80.0 million ($73.8 million at December 31, 2003) of receivables were sold under the agreement and are therefore not reflected in the accounts receivable balance in the accompanying Consolidated Balance Sheets.

Environmental Matters

Subsequent to the acquisition of Amphenol from Allied Signal Corporation in 1987 (Allied Signal merged with Honeywell International Inc. (“Honeywell”) in December 1999, Amphenol and Honeywell have been named jointly and severally liable as potentially responsible parties in relation to several environmental cleanup sites. Amphenol and Honeywell have jointly consented to

19

perform certain investigations and remedial and monitoring activities at two sites and they have been jointly ordered to perform work at another site. The costs incurred relating to these three sites are currently reimbursed by Honeywell based on an agreement entered into in connection with the acquisition in 1987. For sites covered by this agreement, to the extent that conditions or circumstances occurred or existed at the time of or prior to the acquisition, Honeywell is obligated to reimburse Amphenol 100% of such costs.  Honeywell representatives work closely with the Company in addressing the most significant environmental liabilities covered by the Agreement.  Management does not believe that the costs associated with resolution of these or any other environmental matters will have a material adverse effect on the Company’s financial condition or results of operations. The environmental investigation, remedial and monitoring activities identified by the Company, including those referred to above, are covered under the Honeywell Agreement.

Inflation and Costs

The cost of the Company’s products is influenced by the cost of a wide variety of raw materials, including precious metals such as gold and silver used in plating; aluminum, copper, brass and steel used for contacts, shells and cable; and plastic materials used in molding connector bodies, inserts and cable.  In general, increases in the cost of raw materials, labor and services have been offset by price increases, productivity improvements and cost saving programs.

Risk Management

The Company has to a significant degree mitigated its exposure to currency risk in its business operations by manufacturing and procuring its products in the same country or region in which the products are sold so that costs reflect local economic conditions. In other cases involving U.S. export sales, raw materials are a significant component of product costs for the majority of such sales and raw material costs are generally dollar based on a worldwide scale, such as basic metals and petroleum-derived materials.

Stock Split

On January 21, 2004, the Company announced a 2-for-1 stock split that was effective for shareholders of record as of March 17, 2004.  The additional shares were distributed on March 29, 2004.  The share information included herein reflects the effect of such stock split.

Recent Accounting Changes

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard, No. 123R (“FAS 123R”) “Share-based payment”.  FAS 123R applies to all transactions involving the issuance, by a company, of its own equity (stock, stock options, or other equity instruments) in exchange for goods or services, including employee services. FAS 123R requires entities to recognize the cost of employee services received in exchange for the stock-based compensation using the fair value of those stocks on the grant-date (with limited exceptions).  This statement is effective for the first interim reporting period beginning after June 15, 2005.  The Company is currently assessing the impact that this statement will have on the Company’s Consolidated Financial Statements, but does not anticipate the impact to be more than $2 million per quarter based on the options outstanding as of December 31, 2004.

In December 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the “Act”) was enacted.  The Act introduced a new prescription drug benefit under Medicare (“Medicare Part D”), as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at a minimum actuarially equivalent to Medicare Part D.  FASB Staff Position (“FSP”), 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003,” was provided by the FASB to offer guidance on accounting and disclosure requirements for the Act.  The Company does not believe the new Act will have a material impact on the Company’s Consolidated Financial Statements.

In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 151 (“FAS 151”), “Inventory Costs – an amendment of ARB No. 43, Chapter 4,” in an effort to conform U.S. accounting standards for inventories to International Accounting Standards.  FAS 151 requires idle facility expenses, freight, handling costs and wasted material (spoilage) costs to be recognized as current period charges.  It also requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the relevant production facilities.  FAS 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005.  The Company is currently evaluating the impact of this standard but does not believe that it will have a material impact on the Company’s Consolidated Financial Statements.

20

Pensions

The Company and its domestic subsidiaries have a defined benefit pension plan (“Plan”) covering substantially all U.S. employees.  Plan benefits are generally based on years of service and compensation and are generally noncontributory. Certain foreign subsidiaries also have defined benefit plans covering their employees. The pension expense for all pension plans approximated $10.1 million, $6.5 million and $0.7 million in 2004, 2003 and 2002, respectively, and is calculated based upon a number of actuarial assumptions established on January 1 of the applicable year, including an expected long-term rate of return on Plan assets. In developing the expected long-term rate of return assumption for U.S. plans, we evaluated input from our actuaries and investment consultants as well as long-term inflation assumptions. Projected returns by such consultants are based on broad equity and bond indices.  We also considered our historical fifteen-year compounded return of 10.1%, which has been in excess of these broad equity and bond benchmark indices. Our expected long-term rate of return on Plan assets is based on an asset allocation assumption of 60% with equity managers, with an expected long-term rate of return of 11%; 25% with fixed income managers, with an expectedlong-term rate of return of 6.75% and 15% with high yield bond managers, with an expected rate of return of 8.5%. As of December 31, 2004, our asset allocation was 65% with equity managers and 35% with fixed income managers, including high yield managers. We believe that our long-term asset allocation on average will approximate 60% with equity managers and 40% with fixed income managers. We regularly review our actual asset allocation and periodically rebalance our investments to our targeted allocation when considered appropriate. Based on this methodology the Company’s expected long-term rate of return assumption is 9.5% for both 2004 and 2003.

The discount rate used by the Company for valuing pension liabilities is based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations. The discount rate on this basis has decreased from 6.15% at December 31, 2003 to 5.75% at December 31, 2004. This will have the effect of increasing pension expense in 2005 by approximately $1.9 million.  Although future changes to the discount rate are unknown, had the discount rate increased or decreased 50 basis points, the pension liability would have decreased $13.2 million or increased $14.5 million, respectively.

The Company made cash contributions to the U.S. pension plans of $20 million and $10 million in 2004 and 2003, respectively.  The liability for accrued pension and post employment benefit obligations increased modestly in 2004 to $102.1 million from $100.3 million in 2003, due to the negative impact on accumulated liabilities of the reduction in the discount rate and the foreign currency translation effect for non-U.S. plans.  The Company estimates that, based on current actuarial calculations, it will make a cash contribution to the pension plan in 2005 of approximately $10 million.  Cash contributions in subsequent years will depend on a number of factors including the investment performance of Plan assets.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Estimates are adjusted as new information becomes available.  The Company’s significant accounting policies are set forth below.

Revenue Recognition - Sales and related cost of sales are recognized upon shipment of products. Allowances for estimated uncollectible accounts, discounts, returns and allowances are provided based upon historical experience, current trends and specific information which indicates that an allowance is appropriate.

Inventories - Inventories are stated at the lower of standard cost, which approximates average cost, or market. Provisions for slow moving and obsolete inventory are provided based on historical experience and product demand.  Should future product demand change, existing inventory could become slow moving or obsolete and provisions would be increased accordingly.

Depreciable Assets - Property, plant and equipment are carried at cost less accumulated depreciation. The appropriateness and the recoverability of the carrying value of such assets are periodically reviewed taking into consideration current and expected business conditions.  Historically, the Company has not had any significant impairments.

Goodwill - The Company performs its annual evaluation for the impairment of goodwill for the Company’s reporting units, in accordance with FAS No. 142, as of each June 30. Goodwill impairment for each reporting unit is evaluated using a two-step approach requiring the Company to determine the fair value of the reporting unit and compare that to the carrying value including goodwill. If the carrying value exceeded the fair value, the goodwill of the reporting unit would be potentially impaired and a second step of additional testing would be performed to measure the impairment loss. Historically, the Company has not had any impairments.

The significant accounting policies are more fully described in Note 1 to the Company’s Consolidated Financial Statements.

21

Disclosures about contractual obligations and commitments

The following table summarizes the Company’s known obligations to make future payments pursuant to certain contracts as of December 31, 2004, as well as an estimate of the timing in which such obligations are expected to be satisfied:

Contractual Obligations (dollars in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt	$	442,688	$	14,341	$	15,462	$	31,939	$	380,946
Capital lease obligations	6,365		2,568		3,763		34		—
Operating leases	48,708		16,546		17,682		9,127		5,353
Purchase obligations	76,537		74,589		1,402		546		—
Other long-term liabilities	7,275		803		6,394		78		—
Total	$	581,573	$	108,847	$	44,703	$	41,724	$	386,299

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk

The Company, in the normal course of doing business, is exposed to the risks associated with foreign currency exchange rates and changes in interest rates.

Foreign Currency Exchange Rate Risk

The Company conducts business in several international currencies through its worldwide operations, and as a result is subject to foreign exchange exposure due to changes in exchange rates of the various currencies. Changes in exchange rates can positively or negatively affect the Company’s sales, gross margins and retained earnings. The Company attempts to minimize currency exposure risk by producing its products in the same country or region in which the products are sold and thereby generating revenues and incurring expenses in the same currency and by managing its working capital although there can be no assurance that this approach will be successful, especially in the event of a significant and sudden decline in the value of any of the international currencies of the Company’s worldwide operations. The Company does not engage in purchasing forward exchange contracts for speculative purposes.

Interest Rate Risk

Relative to interest rate risk, the Company completed a refinancing of its senior credit facilities during the second quarter 2003 as discussed in Liquidity and Capital Resources above.  In conjunction with the 2003 refinancing, the Company entered into interest rate swap agreements that fixed the Company’s LIBOR interest rate on $250.0 million and $50.0 million of floating rate debt at 2.44% and 3.01%, expiring in May 2006 and June 2006, respectively.  At December 31, 2004, the Company’s average LIBOR rate was 2.5%.  A 10% change in the LIBOR interest rate at December 31, 2004 would have the effect of increasing or decreasing interest expense by approximately $0.3million.  The Company does not expect changes in interest rates to have a material effect on income or cash flows in 2005, although there can be no assurances that interest rates will not significantly change.

22

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Amphenol Corporation

Wallingford, Connecticut

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders’ equity and other comprehensive income, and cash flows for each of the three years in the period ended December 31, 2004.  We also have audited management’s assessment, included in the accompanying Management Report on Internal Control in Item 9a, that the Company maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express an opinion on these financial statements, an opinion on management’s assessment, and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audit of financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ Deloitte and Touche LLP

Hartford, Connecticut

March 11, 2005

23

Consolidated Statements of Income

(dollars in thousands, except per share data)

	Year Ended December 31,
	2004			2003			2002
Net sales	$	1,530,446		$	1,239,504		$	1,062,002
Costs and expenses:
Cost of sales, excluding depreciation and amortization	999,965			820,724			700,302
Depreciation and amortization expense	38,829			37,007			34,825
Selling, general and administrative expense	215,008			177,353			152,928
Operating income	276,644			204,420			173,947
Interest expense	(22,540		)	(29,505		)	(45,930		)
Other expenses, net	(6,663		)	(6,987		)	(5,355		)
Expense for early extinguishment of debt	—			(10,367		)	—
Income before income taxes	247,441			157,561			122,662
Provision for income taxes	(84,130		)	(53,571		)	(42,318		)
Net income	$	163,311		$	103,990		$	80,344
Net income per common share – Basic	$	1.86		$	1.21		$	0.95
Average common shares outstanding – Basic	88,023,082			86,100,688			84,891,698
Net income per common share – Diluted	$	1.82		$	1.18		$	0.93
Average common shares outstanding - Diluted	89,736,656			88,131,720			86,891,200

See accompanying notes to consolidated financial statements.

24

Consolidated Balance Sheets

(dollars in thousands, except per share data)

	December 31,
	2004			2003
Assets
Current Assets:
Cash and short-term cash investments	$	30,172		$	23,533
Accounts receivable, less allowance for doubtful accounts of $8,666 and $9,244, respectively	214,158			172,488
Inventories:
Raw materials and supplies	55,697			48,917
Work in process	128,879			116,023
Finished goods	62,727			56,445
	247,303			221,385
Prepaid expenses and other assets	37,382			33,943
Total current assets	529,015			451,349
Land and depreciable assets:
Land	14,120			13,948
Buildings	109,525			104,614
Machinery and equipment	423,363			387,173
	547,008			505,735
Less accumulated depreciation	(349,255		)	(327,469		)
	197,753			178,266
Deferred debt issuance costs	6,451			7,014
Goodwill	545,411			516,335
Deferred taxes and other assets	28,081			28,420
	$	1,306,711		$	1,181,384
Liabilities & Shareholders’ Equity
Current Liabilities:
Accounts payable	$	134,856		$	116,835
Accrued interest	2,183			2,939
Accrued salaries, wages and employee benefits	38,535			31,091
Accrued income taxes	48,025			24,314
Other accrued expenses	37,064			31,784
Current portion of long-term debt	16,909			10,679
Total current liabilities	277,572			217,642
Long-term debt	432,144			532,280
Accrued pension and post employment benefit obligations	102,050			100,326
Other liabilities	13,341			7,730
Commitments and contingent liabilities (Notes 2, 6 and 9)
Shareholders’ Equity:
Class A Common Stock, $.001 par value; 100,000,000 shares authorized; 87,891,533 and 87,685,526 shares outstanding at December 31, 2004 and 2003, respectively	88			87
Additional paid-in capital (deficit)	(207,504		)	(238,167		)
Accumulated earnings	789,741			626,430
Accumulated other comprehensive loss	(55,078		)	(64,944		)
Treasury stock, at cost; 1,455,500 shares at December 31, 2004	(45,643		)	—
Total shareholders’ equity	481,604			323,406
	$	1,306,711		$	1,181,384

See accompanying notes to consolidated financial statements.

25

Consolidated Statements of Changes in Shareholders’ Equity and Other Comprehensive Income

(dollars in thousands, except per share data)

	Common Stock		Additional Paid-In Capital (Deficit)			Comprehensive Income (Loss)			Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Shareholders Equity
Balance December 31, 2001	$	84	$	(280,266	)				$	442,096	$	(57,981	)	$	—		$	103,933
Comprehensive income:
Net income						$	[80,344	]	80,344								80,344
Other comprehensive loss, net of tax:
Translation adjustments						10,377					10,377						10,377
Revaluation of interest rate derivatives						8,837					8,837						8,837
Minimum pension liability adjustment						(42,452		)			(42,452		)				(42,452		)
Other comprehensive loss						(23,238		)
Comprehensive income						$	[57,106	]
Deferred compensation			166														166
Stock options exercised, including tax benefit	2		5,775														5,777
Balance December 31, 2002	86		(274,325		)				522,440		(81,219		)	—			166,982
Comprehensive income:
Net income						$	[103,990	]	103,990								103,990
Other comprehensive loss, net of tax:
Translation adjustments						17,047					17,047						17,047
Revaluation of interest rate derivatives						(669		)			(669		)				(669		)
Minimum pension liability adjustment						(103		)			(103		)				(103		)
Other comprehensive income						16,275
Comprehensive income						$	[120,265	]
Deferred compensation			240														240
Stock options exercised, including tax benefit	1		35,918														35,919
Balance December 31, 2003	87		(238,167		)				626,430		(64,944		)	—			323,406
Comprehensive income:
Net income						$	[163,311	]	163,311								163,311
Other comprehensive income, net of tax:
Translation adjustments						11,904					11,904						11,904
Revaluation of interest rate derivatives						2,116					2,116						2,116
Minimum pension liability adjustment						(4,154		)			(4,154		)				(4,154		)
Other comprehensive income						9,866
Comprehensive income						$	[173,177	]
Purchase of treasury stock														(45,643		)	(45,643		)
Deferred compensation			329														329
Stock options exercised, including tax benefit	1		30,334														30,335
Balance December 31, 2004	$	88	$	(207,504	)				$	789,741	$	(55,078	)	$	(45,643	)	$	481,604

See accompanying notes to consolidated financial statements.

26

Consolidated Statements of Cash Flow

(dollars in thousands, except per share data)

		Year Ended December 31,
		2004			2003			2002
Net income		$	163,311		$	103,990		$	80,344
Adjustments for cash from operations:
Depreciation and amortization		38,829			37,007			34,825
Amortization of deferred debt issuance costs		1,428			1,473			1,413
Expense for early extinguishment of debt		—			10,367			—
Net change in:
Accounts receivable		(26,016		)	(28,799		)	1,054
Net change in receivables sold		6,200			10,600			(11,000		)
Inventory		(14,511		)	4,647			12,897
Prepaid expenses and other assets		1,721			(3,420		)	1,951
Accounts payable		3,240			20,776			3,701
Accrued income taxes		28,483			17,967			6,242
Accrued liabilities		15,731			(7,736		)	(6,547		)
Accrued interest		(740		)	(2,429		)	(3,530		)
Accrued pension and post employment benefits		(12,929		)	(5,804		)	121
Deferred taxes and other assets		1,344			11,168			(625		)
Other		2,160			197			(283		)
Cash flow provided by operations		208,251			170,004			120,563
Cash flow from investing activities:
Additions to property, plant and equipment		(44,341		)	(30,196		)	(18,816		)
Investments in acquisitions		(41,661		)	(51,101		)	(33,796		)
Cash flow used by investing activities		(86,002		)	(81,297		)	(52,612		)
Cash flow from financing activities:
Net change in borrowings under revolving credit facilities		(14,302		)	1,751			(17,839		)
Decrease in borrowings under Bank Agreement		(86,000		)	(150,543		)	(63,205		)
Retirement of debt:	old Bank Agreement	—			(439,500		)	—
	senior subordinated notes	—			(148,740		)	—
	fees and expenses relating to refinancing	—			(9,720		)	—
Borrowings under new Bank Agreement		—			625,000			—
Purchase of treasury stock		(45,643		)	—			—
Proceeds from exercise of stock options including tax benefit		30,335			35,919			5,777
Cash flow used by financing activities		(115,610		)	(85,833		)	(75,267		)
Net change in cash and short-term cash investments		6,639			2,874			(7,316		)
Cash and short-term cash investments balance, beginning of period		23,533			20,659			27,975
Cash and short-term cash investments balance, end of period		$	30,172		$	23,533		$	20,659
Cash paid during the year for:
Interest		$	21,868		$	30,819		$	48,059
Income taxes paid, net of refunds		43,660			21,996			34,061

See accompanying notes to consolidated financial statements.

27

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

Note 1-Summary of Significant Accounting Policies

Operations

Amphenol Corporation (“Amphenol” or the “Company”) is in two business segments which consist of manufacturing and selling interconnect products and assemblies, and manufacturing and selling cable products.  The Company sells its products to customer locations worldwide.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated in consolidation.

Cash and Short-Term Cash Investments

Cash and short-term cash investments consist of cash and liquid investments with an original maturity of less than three months. The carrying amount approximates fair value of those instruments.

Sale of Receivables

A subsidiary of the Company has an agreement with a financial institution whereby the subsidiary can sell an undivided interest of up to $85,000 in a designated pool of qualified accounts receivable. The agreement expires in May 2007. Under the terms of the agreement, new receivables are added to the pool as collections reduce previously sold accounts receivable. The aggregate value of receivables transferred to the pool for the year 2004, 2003 and 2002 were $606,136, $538,093, and $541,834, respectively. At December 31, 2004 and 2003, $32,992 and $24,568, respectively, of accounts receivable were transferred to the subsidiary, but not purchased by the financial institution and are therefore included in the accounts receivable balance in the accompanying Consolidated Balance Sheets. Due to the short-term nature of the accounts receivable, the fair value approximates the carrying value. The Company services, administers and collects the receivables on behalf of the purchaser. Program fees payable to the purchaser under this agreement are equivalent to rates afforded high quality commercial paper issuers plus certain administrative expenses and are included in other expenses, net, in the accompanying Consolidated Statements of Income. The agreement contains certain covenants and provides for various events of termination. At December 31, 2004 and 2003, approximately $80,000 and $73,800, respectively, of receivables were sold under the agreement and are therefore not reflected in the accounts receivable balance in the accompanying Consolidated Balance Sheets.

Reclassifications

In 2004, the Company reclassified certain amounts in its 2003 and 2002 Consolidated Statements of Cash Flow from financing activities to operating activities as a result of a determination that they had not been reported in accordance with Statement of Financial Accounting Standard No. 95 "Statement of Cash Flows". The amounts reclassified of $10.6 and ($11.0) million in 2003 and 2002, respectively, reflect a change in classification of the net change in the accounts receivables sold under the Company's accounts receivable securitization agreement. As a result of these reclassifications, there was no impact on the Company's net change in cash and short-term cash investments in 2003 and 2002.

Inventories

Inventories are stated at the lower of standard cost, which approximates average cost, or market. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead.

Depreciable Assets

Property, plant and equipment are carried at cost. Depreciation and amortization of property, plant and equipment are

28

provided on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets which range from 3 to 12 years for machinery and equipment and 20 to 40 years for buildings. It is the Company’s policy to periodically review fixed asset lives.

Deferred Debt Issuance Costs

Deferred debt issuance costs are being amortized on the interest method over the term of the related debt and such amortization is included in interest expense.

Goodwill

The Company performs its annual evaluation for the impairment of goodwill for the Company’s reporting units, in accordance with Financial Accounting Standards Board Statement No. 142 (“FAS 142”), as of each June 30. The Company has defined its reporting units as the operating segments within its two reportable business segments “Interconnect Products and Assemblies” and “Cable Products”, as the components of these operating segments have similar economic characteristics. Goodwill impairment for each reporting unit is evaluated using a two-step approach requiring the Company to determine the fair value of the reporting unit and compare that to the carrying value including goodwill. If the carrying value exceeded the fair value, the goodwill of the reporting unit would be potentially impaired and a second step of additional testing would be performed to measure the impairment loss. As of June 30, 2004, and for each previous year in which the impairment test has been performed, the fair market value of the Company’s reporting units exceeded the carrying value and therefore no impairment was recognized.  In 2004, goodwill increased by $29,076 primarily as a result of one relatively minor acquisition with a total acquisition price of $33,586, less the fair value of net assets acquired of $13,980, payment of contingent consideration relating to previously acquired subsidiaries of $10,490 less other purchase price adjustments occurring during the year of $1,020. The increase in goodwill was related to the interconnect products and assemblies segment.

Revenue Recognition

The Company’s primary source of revenue is from product sales to its customers.

Revenue from sales of the Company’s products is recognized at the time the goods are delivered and title passes, provided the earning process is complete and revenue is measurable.  Delivery is determined by the Company’s shipping terms, which are primarily FOB shipping point.  Revenue is recorded at the net amount to be received after deductions for estimated discounts, allowances and returns.  These estimates and reserves are determined and adjusted as needed based upon historical experience, contract terms and other related factors.

The shipping costs for the majority of the Company’s sales are paid directly by the Company’s customers.  In the broadband communication market (approximately 12% of consolidated sales), the Company pays for shipping cost to the majority of its customers.  Amounts billed to customers related to shipping costs are immaterial and are included in net sales.  All shipping costs incurred to transport products to the customer, which are not reimbursed, are included in selling, general and administrative expense.

Retirement Pension Plans

Costs for retirement pension plans include current service costs and amortization of prior service costs over periods of up to thirty years. It is the Company’s policy to fund current pension costs taking into consideration minimum funding requirements and maximum tax deductible limitations. The expense of retiree medical benefit programs is recognized during the employees’ service with the Company as well as amortization of a transition obligation recognized on adoption of the accounting principle.

29

Stock Options

The Company applies APB Opinion 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for stock options. Accordingly, no compensation cost has been recognized for the Plans. Had compensation cost for stock options been determined based on the fair value of the option at date of grant consistent with the provisions of FAS No. 123, “Accounting for Stock-Based Compensation,” the Company’s net income and earnings per share would have been reduced to the pro forma amounts indicated below:

	2004			2003			2002
Net income	$	163,311		$	103,990		$	80,344
Less: Total stock based compensation expense determined under Black-Scholes option pricing model, net of related tax effects	(4,714		)	(5,148		)	(6,559		)
Pro forma net income	$	158,597		$	98,842		$	73,785
Earnings Per Share:
Basic-as reported	$	1.86		$	1.21		$	0.95
Basic-pro forma	$	1.80		$	1.15		$	0.87
Diluted-as reported	$	1.82		$	1.18		$	0.93
Diluted-pro forma	$	1.77		$	1.12		$	0.85

The fair value of stock options has been estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	2004		2003		2002
Risk free interest rate	3.4	%	3.2	%	2.7	%
Expected life	5 years		5 years		5 years
Expected volatility	27.0	%	30.0	%	40.0	%
Expected dividend yield	0.0	%	0.0	%	0.0	%

The weighted-average fair values of options granted during 2004, 2003 and 2002 were $9.15, $6.50 and $8.54, respectively.

Income Taxes

Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement purposes. Deferred income taxes are not provided on undistributed earnings of foreign affiliated companies which are considered to be permanently invested. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered.

Foreign Currency Translation

The financial position and results of operations of the Company’s significant foreign subsidiaries are measured using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments so calculated is included as a component of accumulated other comprehensive loss within shareholders’ equity. Transaction gains and losses are included in other expense, net.

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Research and Development

Research and development expenses for the creation of new and improved products and processes were $32,459, $26,361, and $24,183, for the years 2004, 2003 and 2002, respectively.

Environmental Obligations

The Company recognizes the potential cost for environmental remediation activities when assessments are made, remedial efforts are probable and related amounts can be reasonably estimated; potential insurance reimbursements are not recorded. The Company regularly assesses its environmental liabilities through reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans.

Net Income per Common Share

Basic income per common share is based on the net income for the period divided by the weighted average common shares outstanding. Diluted income per common share assumes the exercise of outstanding, dilutive stock options using the treasury stock method.  On January 21, 2004, the Company announced a 2-for-1 stock split that was effective for shareholders of record as of March 17, 2004.  The additional shares were distributed on March 29, 2004.  The share information included herein has been restated to reflect the effect of such stock split.

Derivative Financial Instruments

Derivative financial instruments, which are periodically used by the Company in the management of its interest rate and foreign currency exposures, are accounted for on an accrual basis. Income and expense are recorded in the same category as that arising from the related asset or liability. For example, amounts to be paid or received under interest rate swap agreements are recognized as an increase or decrease of interest expense in the periods in which they accrue. The Company adopted FAS 133, as amended by FAS 138, beginning January 1, 2001. Adoption of this new accounting standard resulted in a cumulative after-tax gain of $291 in accumulated other comprehensive income as of that date. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in other comprehensive income, and subsequently reflected in net income in a manner that matches the timing of the actual income or expense of such instruments with the hedged transaction. At December 31, 2004, the Company had interest rate swap agreements that fix the Company’s LIBOR interest rate on $250,000 and $50,000 of floating rate bank debt at 2.44% and 3.01%, expiring in May 2006 and June 2006, respectively.  These agreements are designated as cash flow hedges and accounted for as described above.

Recent Accounting Changes

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard, No. 123R (“FAS 123R”) “Share-based payment”.  FAS 123R applies to all transactions involving the issuance, by a company, of its own equity (stock, stock options, or other equity instruments) in exchange for goods or services, including employee services. FAS 123R requires entities to recognize the cost of employee services received in exchange for the stock-based compensation using the fair value of those stocks on the grant date (with limited exceptions).  This statement is effective for the first interim reporting period beginning after June 15, 2005.  The Company is currently assessing the impact that this statement will have on the Company’s Consolidated Financial Statements, but does not anticipate the impact to be more than $2 million per quarter based on the options outstanding as of December 31, 2004.

In December 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the “Act”) was enacted.  The Act introduced a new prescription drug benefit under Medicare (“Medicare Part D”), as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at a minimum actuarially equivalent to Medicare Part D.  FASB Staff Position (“FSP”) 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003,” was provided by the FASB to offer guidance on accounting and disclosure requirements for the Act.  The Company does not believe the new Act will have a material impact on the Company’s Consolidated Financial Statements.

In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 151 (“FAS 151”), “Inventory Costs – an amendment of ARB No. 43, Chapter 4,” in an effort to conform U.S. accounting standards for

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inventories to International Accounting Standards.  FAS 151 requires idle facility expenses, freight, handling costs and wasted material (spoilage) costs to be recognized as current period charges.  It also requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the relevant production facilities.  FAS 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005.  The Company is currently evaluating the impact of this standard but does not believe that it will have a material impact on the Company’s Consolidated Financial Statements.

Note 2—Long-Term Debt

Long-term debt consists of the following:

	Interest Rate at			December 31,
	December 31, 2004		Maturity	2004		2003
Bank Agreement:
Term Loan – Tranche A	3.3	%	2008	$	13,000	$	90,000
Term Loan – Tranche B	4.0	%	2005-2010	400,000		409,000
Notes payable to foreign banks and other debt	0.5% to 9.5	%	2004-2017	36,053		43,959
				449,053		542,959
Less current portion				16,909		10,679
Total long-term debt				$	432,144	$	532,280

In the second quarter of 2003, the Company completed a refinancing of its senior credit facilities and redeemed all of its outstanding Senior Subordinated Notes (“Notes”).  The new Bank Agreement (“Bank Agreement”) consists of:  (1) a $125,000 five-year Revolving Credit Facility that matures in 2008, (2) a $125,000 Tranche A Loan (December 31, 2004 balance $13,000) and (3) a $500,000 Tranche B Loan (December 31, 2004 balance $400,000).  In November 2004, the Company amended the credit agreement.  The primary effect of the amendment was to lower interest cost and reduce limitations relative to indebtedness and restricted payments including repurchase of the Company’s stock and dividends.  At December 31, 2004, availability under the Revolving Credit Facility was $116,193, after a reduction of $8,807 for outstanding letters of credit.  In connection with the 2003 refinancing, the Company incurred one-time expenses for the early extinguishment of debt of $10,367 (less tax effects of $3,525) or $.08 per share after tax.  Such one-time expenses include the call premium on the Notes, write-off of unamortized deferred debt issuance costs and other related costs.  The Company’s interest rate on borrowings under the Bank Agreement is LIBOR plus 150 basis points.  The Company also pays certain annual agency and commitment fees. The Bank Agreement is secured by a first priority pledge of 100% of the capital stock of the Company’s direct domestic subsidiaries and 65% of the capital stock of direct material foreign subsidiaries, as defined in the Bank Agreement.  In addition, if the Company’s credit rating as assigned by Standard & Poor’s or Moody’s were to decline to BB- or Ba3, respectively, the Company would be required to perfect liens in favor of participants in the Bank Agreement in substantially all of the Company’s U.S. based assets.  At December 31, 2004, the Company’s credit rating from Standard & Poor’s was BB+ and from Moody’s was Ba1.  The Bank Agreement requires that the Company satisfy certain financial covenants including an interest coverage ratio (EBITDA divided by interest expense) of higher than 3X and a leverage ratio (Debt divided by EBITDA) lower than 3.75X and 3.50X based on total debt and senior debt, respectively; at December 31, 2004, such ratios as defined in the Bank Agreement were 12.91X, 1.65X and 1.65X, respectively.  The Bank Agreement also includes limitations with respect to, among other things, (i) indebtedness in excess of $50,000 for capital leases, $450,000 for general indebtedness, $200,000 for acquisition indebtedness, (of which approximately $6,856, $0 and $4,196 were outstanding at December 31, 2004, respectively), (ii) restricted payments including dividends on the Company’s Common Stock in excess of 50% of consolidated cumulative net income subsequent to May 2003 plus $50 million, or approximately $170,560 at December 31, 2004, (iii) creating or incurring liens, (iv) making other investments, (v) acquiring or disposing of assets and (vi) capital expenditures.

In conjunction with the Bank Agreement, the Company entered into interest rate swap agreements that fixed the Company’s LIBOR interest rate on $250,000 and $50,000 of floating rate bank debt at 2.44% and 3.01%, expiring in May 2006 and June 2006, respectively.  While it is not the Company’s intention to terminate the interest rate swap agreements, the fair value of such agreements was estimated by obtaining quotes from brokers which represented the amounts that the Company would receive or pay if the agreements were terminated.  The fair value indicated that termination of the agreements at December 31, 2004 would have resulted in a pre-tax gain of $2,396; such gain, net of tax, of $1,447 was recorded in other comprehensive income.

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The maturity of the Company’s long-term debt over each of the next five years ending December 31, is as follows:  2005 - $16,909; 2006 - $13,829; 2007 - $5,396; 2008 - $27,518; 2009 - $4,455; thereafter $380,946.

The Company estimates that the fair value of its long-term debt approximates book value.

Note 3—Income Taxes

The components of income before income taxes and the provision for income taxes are as follows:

	Year Ended December 31,
	2004		2003		2002
Income before taxes:
United States	$	103,240	$	58,560	$	52,337
Foreign	144,201		99,001		70,325
	$	247,441	$	157,561	$	122,662
Current provision:
United States	$	47,596	$	24,483	$	23,448
Foreign	31,411		17,176		17,185
	$	79,007	$	41,659	$	40,633
Deferred provision:
United States	$	4,263	$	11,008	$	1,129
Foreign	860		904		556
	5,123		11,912		1,685
Total provision for income taxes	$	84,130	$	53,571	$	42,318

At December 31, 2004, the Company had $7,863 of foreign tax loss carryforwards, of which $2,010expire at various dates through 2009 and the balance can be carried forward indefinitely.  A valuation allowance of $3,213and $2,063 at December 31, 2004 and 2003, respectively, has been recorded which relates to the foreign net operating loss carryforwards and foreign tax credits. The net change in the valuation allowance for deferred tax assets was an increase of $1,150 and $751 in 2004 and 2003, respectively. In 2004 the net change in the valuation allowance was related to foreign net operating loss and credit carryforwards.  In 2003 the net change in the valuation allowance was related to foreign net operating loss carryforwards.

Differences between the U.S. statutory federal tax rate and the Company’s effective income tax rate are analyzed below:

	Year Ended December 31,
	2004		2003		2002
U.S. statutory federal tax rate	35.0	%	35.0	%	35.0	%
State and local taxes	1.5		1.6		2.3
Foreign earnings and dividends taxed at different rates	(3.5	)	(1.7	)	(5.2	)
Valuation allowance	.5		.5		.2
Other	.5		(1.4	)	2.2
Effective tax rate	34.0	%	34.0	%	34.5	%

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The Company’s deferred tax assets and liabilities, excluding a valuation allowance, were comprised of the following:

	December 31,
	2004		2003
Deferred tax assets relating to:
Accrued liabilities and reserves	$	3,428	$	5,657
Operating loss and tax credit carryforwards	3,213		3,339
Pensions	20,366		20,564
Employee benefits	2,487		2,605
	$	29,494	$	32,165
Deferred tax liabilities relating to:
Depreciation	$	8,282	$	8,001

The deferred tax asset relating to pension in the table above includes $39,410 and $36,483 at December 31, 2004 and 2003, respectively, relating to the Company’s additional minimum pension liability (Note 5).

On October 22, 2004, the American Jobs Creation Act of 2004 (the “Act”) was signed into law.  The Act creates a temporary incentive for U.S. corporations to repatriate income earned abroad by providing an 85% dividends received deduction for certain dividends.  The Company may elect to apply this provision to qualifying earnings repatriations in 2005.  The Company has started an evaluation of the effects of the repatriation provision; however, the Company does not expect to be able to complete this evaluation until after Congress or the Treasury Department provide additional clarifying language on key elements of the provision.  The Company expects to complete its evaluation of the effects of the repatriation provision within a reasonable period of time following the publication of the additional clarifying language. The range of possible amounts that the Company is considering for repatriation under the provision is between zero and $75 million.  The related potential range of income tax is between zero and $6.2 million.  The Act also provides a deduction for income from qualified domestic production activities, which will be phased in from 2005 through 2010.  In return, the Act also provides for a two-year phase-out of the existing extra-territorial income exclusion (“ETI”) for foreign sales that was viewed to be inconsistent with trade protocols by the European Union.  FSP 109-1 “Application of FASB Statement No. 109 to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” was provided by the FASB to offer guidance on accounting and disclosure requirements for the Act.  The Company does not believe the Act will have a material impact on its effective tax rate.

The Company is subject to periodic audits of its various tax returns by government agencies; management does not believe that amounts, if any, which may be required to be paid by reason of such audits will have a material effect on the Company’s financial position or results of operations.  The Company has recorded accruals for certain tax contingencies related to various state and local matters as of December 31, 2004.

Note 4—Shareholders’ Equity

In May 1997, the Company adopted the 1997 Option Plan, and in May 2000, adopted the 2000 Option Plan (“Plans”). The Plans authorize the granting of stock options by a committee of the Board of Directors. At December 31, 2004, the maximum number of shares of common stock available for the granting of stock options under the Plans was 1,558,370.  Options granted under the Plans vest ratably over a period of five years and are exercisable over a period of ten years from the date of grant. In addition, shares issued in conjunction with the exercise of stock options are generally subject to Management Stockholder Agreements which, among other things, place restrictions on the sale or transfer of such shares.  In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “Directors Plan”). The Directors Plan is administered by the Board of Directors.  At December 31, 2004, the maximum number of shares of common stock available for the granting of stock options under the Directors Plan was 230,000.  Options granted under the Directors Plan vest ratably over a period of three years and are exercisable over a period of ten years from the date of grant. In addition, shares issued in conjunction with the exercise of stock options are generally subject to Stockholder Agreements which, among other things, place restrictions on the sale or transfer of such shares.

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Stock option activity for 2002, 2003 and 2004 was as follows:

	Options		Average Price
Options outstanding at December 31, 2001	8,439,394		$	13.41
Options granted	1,413,000		21.90
Options exercised	(530,808	)	7.09
Options cancelled	(90,496	)	18.27
Options outstanding at December 31, 2002	9,249,090		15.04
Options granted	1,231,800		20.09
Options exercised	(2,532,600	)	8.11
Options cancelled	(84,540	)	21.41
Options outstanding at December 31, 2003	7,863,750		17.99
Options granted	1,062,600		30.30
Options exercised	(1,652,042	)	11.50
Options cancelled	(262,100	)	22.53
Options outstanding at December 31, 2004	7,012,208		$	21.22

The following table summarizes information about stock options outstanding at December 31, 2004:

	Options Outstanding				Options Exercisable
Exercise Price	Shares	Average Price		Remaining Term	Shares	Average Price
$6.50	498,700	$	6.50	2.38	498,700	$	6.50
7.50-15.00	494,380	9.41		4.26	494,380	9.41
12.50-15.00	210,200	14.50		3.30	210,200	14.50
15.50-20.10	1,113,425	20.07		8.27	205,025	20.07
20.11-25.00	3,644,903	22.97		6.24	2,166,743	23.40
27.50-35.00	1,050,600	30.24		9.23	21,600	29.05
	7,012,208	$	21.22	6.51	3,596,648	$	18.39

At December 31, 2003, Kohlberg Kravis Roberts & Co. L.P. (“KKR”) owned 27.2% of the Company’s Class A common stock.  During the third quarter of 2004, partnerships affiliated with KKR sold all their Class A common stock and, as such owned none of the Company’s Class A Common Stock as of December 31, 2004.  In 2004, 2003 and 2002, the Company paid KKR fees of $.5 million, $.9 million, and $1.0 million, respectively for management and consulting services.

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Balances of related after-tax components comprising accumulated other comprehensive loss included in shareholders’ equity at December 31, 2002, 2003 and 2004, are as follows:

	Foreign Currency Translation Adjustment			Revaluation of Interest Rate Derivatives			Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2001	$	(33,342	)	$	(8,837	)	$	(15,802	)	$	(57,981	)
Translation adjustments	10,377									10,377
Revaluation of interest rate derivatives, net of tax of $5,794				8,837						8,837
Minimum pension liability adjustment, net of tax of $25,844							(42,452		)	(42,452		)
Balance at December 31, 2002	(22,965		)				(58,254		)	(81,219		)
Translation adjustments	17,047									17,047
Expiration of interest rate derivatives, net of tax of $439				(669		)				(669		)
Minimum pension liability adjustment, net of tax of $230							(103		)	(103		)
Balance at December 31, 2003	(5,918		)	(669		)	(58,357		)	(64,944		)
Translation adjustments	11,904									11,904
Revaluation of interest rate derivatives, net of tax of $1,388				2,116						2,116
Minimum pension liability adjustment, net of tax of $2,927							(4,154		)	(4,154		)
Balance at December 31, 2004	$	5,986		$	1,447		$	(62,511	)	$	(55,078	)

Since its initial public offering in 1991, the Company has not paid any dividends, however on January 19, 2005 the Company announced that it will commence payment of a quarterly dividend on its common stock of $.03 per share.  The Company expects the first dividend payment to be made on or about April 6, 2005 to shareholders of record as of March 15, 2005.  The Company intends to retain the remainder of its earnings to provide funds for the operation and expansion of the Company’s business, repurchase shares of its common stock and to repay outstanding indebtedness.

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Note 5—Benefit Plans and Other Postretirement Benefits

The Company and its domestic subsidiaries have a defined benefit pension plan covering substantially all U.S. employees. Plan benefits are generally based on years of service and compensation and are generally noncontributory. Certain foreign subsidiaries have defined benefit plans covering their employees. Certain U.S. employees not covered by the defined benefit plan are covered by defined contribution plans. The following is a summary of the Company’s defined benefit plans funded status as of the most recent actuarial valuations; for each year presented below accumulated benefits exceed assets:

	December 31,
	2004			2003
Change in benefit obligation:
Benefit obligation at beginning of year	$	299,060		$	268,001
Service cost	7,069			5,910
Interest cost	17,649			16,894
Plan participants’ contributions	453			342
Plan amendments	5,247			—
Actuarial loss	18,915			18,046
Foreign exchange translation	3,686			6,461
Benefits paid	(17,034		)	(16,594		)
Benefit obligation at end of year	335,045			299,060
Change in plan assets:
Fair value of plan assets at beginning of year	188,209			156,079
Actual return on plan assets	20,215			32,535
Employer contribution	22,328			11,619
Plan participants’ contributions	453			342
Foreign exchange translation	2,239			3,111
Benefits paid	(15,566		)	(15,477		)
Fair value of plan assets at end of year	217,878			188,209
Excess of liabilities over assets	(117,167		)	(110,851		)
Unrecognized net actuarial loss	124,713			111,070
Unrecognized prior service cost	11,290			7,104
Unrecognized transition obligation net	(1,079		)	(1,059		)
Additional minimum pension liability	(117,252		)	(103,823		)
Accrued benefit cost	$	(99,495	)	$	(97,559	)

	Year Ended December 31,
	2004			2003			2002
Components of net pension expense:
Service cost	$	7,069		$	5,910		$	5,116
Interest cost	17,649			16,894			16,313
Expected return on plan assets	(20,152		)	(19,702		)	(22,281		)
Net amortization of actuarial losses	5,537			3,418			1,575
Net pension expense	$	10,103		$	6,520		$	723

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	Weighted-average assumptions used to determine benefit obligations at December 31,
	Pension Benefits				Other Benefits
	2004		2003		2004		2003
Discount rate	5.75	%	6.15	%	5.75	%	6.15	%
Rate of compensation increase	3.00	%	3.00	%	n/a		n/a

	Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31,
	Pension Benefits				Other Benefits
	2004		2003		2004		2003
Discount rate	6.15	%	6.50	%	6.15	%	6.50	%
Expected long-term return on assets	9.50	%	9.50	%	n/a		n/a
Rate of compensation increase	3.00	%	3.00	%	n/a		n/a

The pension expense for pension plans is calculated based upon a number of actuarial assumptions established on January 1 of the applicable year, detailed in the table above, including a weighted-average discount rate, rate of increase in future compensation levels and an expected long-term rate of return on Plan assets.  The discount rate used by the Company for valuing pension liabilities is based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations.  The discount rate on this basis has decreased from 6.15% at December 31, 2003 to 5.75% at December 31, 2004.  This will have the effect of increasing pension expense in 2005 by approximately $1.9 million.  Although future changes to the discount rate are unknown, had the discount rate increased or decreased 50 basis points, the pension liability would have decreased $13.2 million or increased $14.5 million, respectively.  In developing our expected long-term rate of return assumption on plan assets which consist mainly of U.S. equity and debt securities, we evaluated input from our actuaries and investment consultants as well as long-term inflation assumptions.  Projected returns by such consultants are based on broad equity and bond indices.  We also considered our historical 15year compound return of 10.1%, which has been in excess of these broad equity and bond benchmark indices.  Our expected long-term rate of return on Plan assets is based on an asset allocation assumption of 60% with equity managers, with an expected long-term rate of 11%, 25% with fixed income managers, with an expected long-term rate of return of 6.75% and 15% with high yield bond managers, with an expected rate of return of 8.5%.  At December 31, 2004, our asset allocation was 65% with equity managers and 35% with fixed income managers, including high yield managers.  We believe that our long-term asset allocation on average will approximate 60% with equity managers and 40% with fixed income managers.  We regularly review our actual asset allocation and periodically rebalance our investments to our targeted allocation when considered appropriate.  Based on this methodology the Company’s expected long-term rate of return assumption is 9.5% in 2004 and 2003.  The Company has also adopted an unfunded Supplemental Employee Retirement Plan (“SERP”), which provides for the payment of the portion of annual pension which cannot be paid from the retirement plan as a result of regulatory limitations on average compensation for purposes of the benefit computation. The largest non-U.S. pension plan, in accordance with local custom, is unfunded and had an accumulated benefit obligation of approximately $41,903 and $34,434 at December 31, 2004 and 2003, respectively. Such obligation is included in the Consolidated Balance Sheets and the tables above.

In accordance with the provisions of FAS No. 87, the Company has recognized a minimum pension liability at December 31, 2004 of $117,252 ($103,823 at December 31, 2003) for circumstances in which a pension plan’s accumulated benefit obligation exceeded the fair value of the plan’s assets and accrued pension liability. Such liability was partially offset by an intangible asset equal to the unrecognized prior service cost, with the net change of $3,837 ($103 at December 31, 2003), recorded as a reduction in shareholders’ equity, net of related deferred tax benefits.

The Company made a $20,000 voluntary cash contribution to the U.S. Pension Plan in 2004 and paid benefit payments of $13,978.  The Company estimates that based on current actuarial calculations it will make a cash contribution to the U.S. Pension Plan in 2005 of $10,000. Cash contributions in subsequent years will depend on a number of factors including performance of plan assets.

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The Company maintains self-insurance programs for that portion of its health care and workers compensation costs not covered by insurance. The Company also provides certain health care and life insurance benefits to certain eligible retirees through postretirement benefit programs. The Company’s share of the cost of such plans for most participants is fixed, and any increase in the cost of such plans will be the responsibility of the retirees. The Company funds the benefit costs for such plans on a pay-as-you-go basis. Since the Company’s obligation for postretirement medical plans is fixed and since the accumulated postretirement benefit obligation (“APBO”) and the net postretirement benefit expense are not material in relation to the Company’s financial condition or results of operations, we believe any change in medical costs from that estimated will not have a significant impact on the Company. The discount rate used in determining the APBO at December 31, 2004 and 2003 was 5.75% and 6.15%, respectively. Summary information on the Company’s postretirement medical plans is as follows:

	December 31,
	2004			2003
Change in benefit obligation:
Benefit obligation at beginning of year	$	12,752		$	13,422
Service cost	84			73
Interest cost	776			799
Paid benefits and expenses	(2,060		)	(1,733		)
Actuarial loss	1,552			191
Benefit obligation at end of year	$	13,104		$	12,752
Funded status	$	(13,104	)	$	(12,752	)
Unrecognized net actuarial loss	10,052			9,426
Unrecognized transition obligation	497			559
Accrued benefit cost	$	(2,555	)	$	(2,767	)

	Year ended December 31,
	2004		2003		2002
Components of net postretirement benefit cost:
Service cost	$	84	$	73	$	71
Interest cost	776		799		912
Amortization of transition obligation	62		62		62
Net amortization of actuarial losses	900		857		934
Net postretirement benefit cost	$	1,822	$	1,791	$	1,979

Note 6—Leases

At December 31, 2004, the Company was committed under operating leases which expire at various dates through 2010.  Total rent expense under operating leases for the years 2004, 2003, and 2002 were $17,664, $18,650 and $16,007, respectively.

Minimum lease payments under non-cancelable operating leases are as follows:

2005	$	16,546
2006	10,748
2007	6,934
2008	5,205
2009	3,922
Beyond 2009	5,353
Total minimum obligation	$	48,708

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Note 7—Reportable Business Segments and International Operations

The Company has two reportable business segments: interconnect products and assemblies and cable products. The interconnect products and assemblies segment produces connectors and connector assemblies primarily for the communications, aerospace, industrial and automotive markets. The cable products segment produces coaxial and flat ribbon cable and related products primarily for communication markets, including cable television. The accounting policies of the segments are the same as those for the Company as a whole and are described in Note 1 herein. The Company evaluates the performance of business units on, among other things, profit or loss from operations before interest expense, headquarters’ expense allocations, income taxes and nonrecurring gains and losses. The Company’s operating segments are an aggregation of business units that have similar production processes and products.

	Interconnect products and assemblies						Cable products						Total
	2004		2003		2002		2004		2003		2002		2004		2003		2002
Net sales
—external	$	1,333,838	$	1,071,968	$	892,309	$	196,608	$	167,536	$	169,693	$	1,530,446	$	1,239,504	$	1,062,002
—intersegment	2,311		1,891		1,840		14,369		11,569		8,864		16,680		13,460		10,704
Depreciation and amortization	32,427		30,470		28,369		5,969		6,103		6,005		38,396		36,573		34,374
Segment operating income	271,327		196,377		150,881		24,631		20,420		28,820		295,958		216,797		179,701
Segment assets	605,645		512,923		436,682		74,634		78,076		80,898		680,279		590,999		517,580
Additions to property, plant and equipment	43,152		28,992		16,645		1,700		1,065		2,171		44,852		30,057		18,816

Reconciliation of segment operating income to consolidated income before taxes:

	2004			2003			2002
Segment operating income	$	295,958		$	216,797		$	179,701
Interest expense	(22,540		)	(29,505		)	(45,930		)
Headquarters’ expense and other net expenses	(25,977		)	(19,364		)	(11,109		)
Expense for early extinguishment of debt	—			(10,367		)	—
Consolidated income before taxes	$	247,441		$	157,561		$	122,662

Reconciliation of segment assets to consolidated total assets:

	2004		2003		2002
Segment assets	$	680,279	$	590,999	$	517,580
Goodwill	545,411		516,335		486,841
Other assets	81,021		74,050		74,487
Consolidated total assets	$	1,306,711	$	1,181,384	$	1,078,908

40

Geographic information:

	Net sales						Land and depreciable assets
	2004		2003		2002		2004		2003		2002
United States	$	674,302	$	555,918	$	501,073	$	69,949	$	72,169	$	66,871
International	856,144		683,586		560,929		127,804		106,097		93,819
Total	$	1,530,446	$	1,239,504	$	1,062,002	$	197,753	$	178,266	$	160,690

Revenues by geographic area are based on customer location to which product is shipped.

Note 8—Other Expenses, net

Other income (expense) is comprised as follows:

	Year Ended December 31,
	2004			2003			2002
Foreign currency transaction losses	$	(643	)	$	(1,330	)	$	(2,729	)
Program fees on sale of accounts receivable	(2,254		)	(1,468		)	(1,826		)
Minority interests	(3,029		)	(2,363		)	(1,770		)
Agency and commitment fees	(980		)	(837		)	(554		)
License fee settlement	—			—			1,476
Fees and expenses associated with secondary stock offering	(185		)	(950		)	—
Other	428			(39		)	48
	$	(6,663	)	$	(6,987	)	$	(5,355	)

Note 9—Commitments and Contingencies

In the course of pursuing its normal business activities, the Company is involved in various legal proceedings and claims. Management does not expect that amounts, if any, which may be required to be paid by reason of such proceedings or claims will have a material effect on the Company’s consolidated financial position or results of operations.

Certain operations of the Company are subject to federal, state and local environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes.  The Company believes that its operations are currently in substantial compliance with all applicable environmental laws and regulations and that the costs of continuing compliance will not have a material effect on the Company’s financial position or results of operations.

The Company is currently involved in the environmental cleanup of several sites for conditions that existed at the time Amphenol was acquired from Allied Signal Corporation in 1987 (Allied Signal merged with Honeywell International Inc. (“Honeywell”) in December 1999). Amphenol and Honeywell were named jointly and severally liable as potentially responsible parties in relation to such sites.  Amphenol and Honeywell have jointly consented to perform certain investigations and remedial and monitoring activities at two sites and they have been jointly ordered to perform work at another site.  The costs incurred relating to these three sites are reimbursed by Honeywell based on an agreement (the “Honeywell Agreement”) entered into in connection with the acquisition in 1987.  For sites covered by the Honeywell Agreement, to the extent that conditions or circumstances occurred or existed at the time of or prior to the acquisition, Honeywell is obligated to reimburse Amphenol 100% of such costs.  Honeywell representatives continue to work closely with the Company in addressing the most significant environmental liabilities covered by the Honeywell Agreement.  Management does not believe that the costs associated with resolution of these or any other environmental matters will have a material adverse effect on the Company’s financial position or results of operations.  The environmental cleanup matters identified by the Company, including those referred to above, are covered under the Honeywell Agreement.

41

Note 10—Selected Quarterly Financial Data (Unaudited)

		Three Months Ended
		March 31		June 30			September 30		December 31
2004
Net sales		$	355,261	$	387,119		$	384,103	$	403,963
Gross profit, including depreciation		112,727		123,573			124,079		131,878
Operating income		61,283		69,054			70,303		76,004
Net income		35,658		40,367			41,646		45,640
Net income per share—Basic		.41		.46			.47		.52
Net income per share—Diluted		.40		.45			.47		.51
Stock price	—High	34.70		34.49			34.37		37.52
	—Low	28.13		29.75			27.90		32.23
2003
Net sales		$	277,774	$	304,893		$	314,798	$	342,039
Gross profit, including depreciation		86,442		92,256			97,117		106,474
Operating income		45,171		49,259			52,372		57,618
Net income		23,313		19,479		(1)	28,212		32,986
Net income per share—Basic		.28		.23		(1)	.33		.38
Net income per share—Diluted		.27		.22		(1)	.32		.37
Stock price	—High	21.98		24.70			28.84		32.07
	—Low	18.50		19.38			23.05		26.03
2002
Net sales		$	255,976	$	270,865		$	268,115	$	267,046
Gross profit, including depreciation		76,972		83,967			83,109		83,343
Operating income		40,273		45,032			44,200		44,442
Net income		17,193		20,003			20,666		22,482
Net income per share—Basic		.21		.24			.25		.27
Net income per share—Diluted		.20		.23			.24		.26
Stock price	—High	25.88		24.50			21.23		22.91
	—Low	20.13		17.75			15.06		13.74

(1)Includes a one-time charge for expenses incurred in the early extinguishment of debt of $10,367, less tax benefit of $3,525, or $0.08 per share after taxes.

Item 9. Changes in and Disagreements with Independent Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures within the 90 day period prior to the filing of this annual report, and based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

42

Management Report on Internal Control

Management is responsible for establishing and maintaining adequate internal control over financial reporting.  Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework.  Based on that evaluation, management concluded that internal control over financial reporting was effective as of December 31, 2004.

Deloitte and Touche LLP has audited the Company’s evaluation of the internal control environment in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB).  Those standards require that Deloitte and Touche LLP plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Deloitte and Touche LLP has issued an unqualified report stating the Company has maintained effective internal control over financial reporting as of December 31, 2004.

Item 9B. Other Information

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

Pursuant to Instruction G(3) to Form 10-K, the information required by Item 10 with respect to the Directors of the Registrant is incorporated by reference from the Company’s definitive proxy statement which is expected to be filed pursuant to Regulation 14A within 120 days following the end of the fiscal year covered by this report.

Pursuant to Instruction G(3) to Form 10-K, the information required by Item 10 with respect to the Executive Officers of the Registrant is incorporated by reference from the Company’s definitive proxy statement which is expected to be filed pursuant to Regulation 14A within 120 days following the end of the fiscal year covered by this report.

Information regarding the Company’s code of business conduct and ethics is available on the Company’s website, www.amphenol.com.  In addition a copy may be requested by writing to the Company’s World Headquarters at:

358 Hall Avenue

P.O. Box 5030

Wallingford, CT 06492

Item 11. Executive Compensation

Pursuant to Instruction G(3) to Form 10-K, the information required in Item 11 is incorporated by reference from the Company’s definitive proxy statement which is expected to be filed pursuant to Regulation 14A within 120 days following the end of the fiscal year covered by this report.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Pursuant to Instruction G(3) to Form 10-K, the information required in Item 12 is incorporated by reference from the Company’s definitive proxy statement which is expected to be filed pursuant to Regulation 14A within 120 days following the end of the fiscal year covered by this report.

43

Item 13. Certain Relationships and Related Transactions

Pursuant to Instruction G(3) to Form 10-K, the information required in Item 13 is incorporated by reference from the Company’s definitive proxy statement which is expected to be filed pursuant to Regulation 14A within 120 days following the end of the fiscal year covered by this report.

Item 14. Principal Accounting Fees and Services

Pursuant to Instruction G(3) to Form 10-K, the information required in Item 14 is incorporated by reference from the Company’s definitive proxy statement which is expected to be filed pursuant to Regulation 14A within 120 days following the end of the fiscal year covered by this report.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	23
Consolidated Statements of Income— Years Ended December 31, 2004, December 31, 2003 and December 31, 2002	24
Consolidated Balance Sheets— December 31, 2004 and December 31, 2003	25
Consolidated Statements of Changes in Shareholders’ Equity and Other Comprehensive Income — Years Ended December 31, 2004, December 31, 2003 and December 31, 2002	26
Consolidated Statements of Cash Flow— Years Ended December 31, 2004, December 31, 2003 and December 31, 2002	27
Notes to Consolidated Financial Statements	28
Management Report on Internal Control	43
(a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2004
Schedule
Report of Independent Registered Public Accounting Firm	45
II—Valuation and Qualifying Accounts	46

Schedules other than the above have been omitted because they are either not applicable or the required information has been disclosed in the consolidated financial statements or notes thereto.

44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Amphenol Corporation

Wallingford, Connecticut

We have audited the consolidated financial statements of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, and have issued our report thereon dated March 11, 2005; such consolidated financial statements and report are included elsewhere in the Form 10-K.  Our audits also included the consolidated financial statement schedules of the Company listed in Item 15.  These consolidated financial statement schedules are the responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.  In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte and Touche LLP

Hartford, Connecticut

March 11, 2005

45

SCHEDULE II
AMPHENOL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2004, 2003 and 2002
(Dollars in thousands)

	Balance at beginning of period		Charged to cost and expenses		Acquisitions		Deductions			Balance at end of period
2004 Allowance for doubtful accounts	$	9,244	$	1,618	$	14	$	(2,210	)	$	8,666
2003 Allowance for doubtful accounts	$	8,812	$	1,837	$	521	$	(1,926	)	$	9,244
2002 Allowance for doubtful accounts	$	5,191	$	3,691	$	650	$	(720	)	$	8,812

46

Signatures

Pursuant to the requirements of Section 13 or 15d of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Wallingford, State of Connecticut on the 11th day of March 2005.

AMPHENOL CORPORATION

/s/ Martin H. Loeffler

Martin H. Loeffler

Chairman, Chief Executive
Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and as of the date indicated below.

Signature	Title	Date
/s/ Martin H. Loeffler	Chairman, Chief Executive Officer	March 11, 2005
Martin H. Loeffler	and President (Principal Executive Officer)
/s/ Diana G. Reardon	Senior Vice President and Chief Financial	March 11, 2005
Diana G. Reardon	Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Edward G. Jepsen	Director	March 11, 2005
Edward G. Jepsen
/s/ John R. Lord	Director	March 11, 2005
John R. Lord
/s/ Andrew E. Lietz	Director	March 11, 2005
Andrew E. Lietz
/s/ Stanley L. Clark	Director	March 11, 2005
Stanley L. Clark
/s/ Dean H. Secord	Director	March 11, 2005
Dean H. Secord
/s/ Ronald P. Badie	Director	March 11, 2005
Ronald P. Badie

47

(a)(3) Listing of Exhibits

2.1	Agreement and Plan of Merger dated as of January 23, 1997 between NXS Acquisition Corp. and Amphenol Corporation (incorporated by reference to Current Report on Form 8-K dated January 23, 1997).*
2.2	Amendment, dated as of April 9, 1997, to the Agreement and Plan of Merger between NXS Acquisition Corp. and Amphenol Corporation, dated as of January 23, 1997 (incorporated by reference to the Registration Statement on Form S-4 (registration No. 333-25195) filed on April 15, 1997).*
3.1	Certificate of Merger, dated May 19, 1997 (including Restated Certificate of Incorporation of Amphenol Corporation) (filed as Exhibit 3.1 to the June 30, 1997 10-Q).*
3.2	By-Laws of the Company as of May 19, 1997 — NXS Acquisition Corp. By-Laws (filed as Exhibit 3.2 to the June 30, 1997 10-Q).*
3.3	Amended and Restated Certificate of Incorporation, dated April 24, 2000 (filed as Exhibit 3.1 to the April 28, 2000 Form 8-K).*
3.4	Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated May 26, 20004 (filed as Exhibit 3.1 to the June 30, 2004 10-Q).*
4.1	Indenture between Amphenol Corporation and IBJ Schroeder Bank and Trust Company, as Trustee, dated as of May 15, 1997, relating to Senior Subordinated Notes due 2007 (filed as Exhibit 4.1 to the June 30, 1997 10-Q).*
10.1	Amended and Restated Receivables Purchase Agreement dated as of May 19, 1997 among Amphenol Funding Corp., the Company, Pooled Accounts Receivable Capital Corporation and Nesbitt Burns Securities, Inc., as Agent (filed as Exhibit 10.1 to the June 30, 1997 10-Q).*
10.2	Amended and Restated Purchase and Sale Agreement dated as of May 19, 1997 among the Originators named therein, Amphenol Funding Corp. and the Company (filed as Exhibit 10.2 to the June 30, 1997 10-Q).*
10.3	Credit Agreement dated as of May 19, 1997 among the Company, Amphenol Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent, the Bank of New York, as Documentation Agent and Bankers Trust Company, as Administrative Agent and Collateral Agent (filed as Exhibit 10.3 to the June 30, 1997 10-Q).*
10.4	2001 Amphenol Incentive Plan (filed as Exhibit 10.5 to the December 31, 2001 10-K).*
10.5	2002 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 2001 10-K).*
10.6	2003 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 2002 10-K).*
10.7	Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2002 (filed as Exhibit 10.7 to the December 31, 2001 10-K).*
10.8	Amphenol Corporation Supplemental Employee Retirement Plan formally adopted effective January 25, 1996 (filed as Exhibit 10.18 to the 1996 10-K).*
10.9	LPL Technologies Inc. and Affiliated Companies Employee Savings/401(k) Plan, dated and adopted January 23, 1990 (filed as Exhibit 10.19 to the 1991 Registration Statement).*
10.10	Management Agreement between the Company and Dr. Martin H. Loeffler, dated July 28, 1987 (filed as Exhibit 10.7 to the 1987 Registration Statement).*
10.11	Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 10-K).*
10.12	Agreement and Plan of Merger among Amphenol Acquisition Corporation, Allied Corporation and the Company, dated April 1, 1987, and the Amendment thereto dated as of May 15, 1987 (filed as Exhibit 2 to the 1987 Registration Statement).*
10.13	Settlement Agreement among Allied Signal Inc., the Company and LPL Investment Group, Inc. dated November 28, 1988 (filed as Exhibit 10.20 to the 1991 Registration Statement).*
10.14	Registration Rights Agreement dated as of May 19, 1997, among NXS Acquisition Corp., KKR 1996 Fund L.P., NXS Associates L.P., KKR Partners II, L.P. and NXS I, L.L.C. (filed as Exhibit 99.5 to Schedule 13D, Amendment No. 1, relating to the beneficial ownership of shares of the Company’s Common Stock by NXS I, L.L.C., KKR 1996 Fund, L.P., KKR Associates (1996) L.P., KKR 1996 GP LLC, KKR Partners II, L.P., KKR Associates L.P., NXS Associates L.P., KKR Associates (NXS) L.P., and KKR-NXS L.L.C. dated May 27, 1997).*
10.15	Management Stockholders’ Agreement entered into as of May 19, 1997 between the Company and Martin H. Loeffler (filed as Exhibit 10.13 to the June 30, 1997 10-Q).*
10.16	Management Stockholders’ Agreement entered into as of May 19, 1997 between the Company and Edward G. Jepsen (filed as Exhibit 10.14 to the June 30, 1997 10-Q).*
10.17	Management Stockholders’ Agreement entered into as of May 19, 1997 between the Company and Timothy F. Cohane (filed as Exhibit 10.15 to the June 30, 1997 10-Q).*

48

10.18	1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.16 to the June 30, 1997 10-Q).*
10.19	Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.19 to the June 30, 1998 10-Q).*
10.20	Non-Qualified Stock Option Agreement between the Company and Martin H. Loeffler May 19, 1997 (filed as Exhibit 10.17 to the June 30, 1997 10-Q).*
10.21	Non-Qualified Stock Option Agreement between the Company and Edward G. Jepsen dated as of May 19, 1997 (filed as Exhibit 10.18 to the June 30, 1997 10-Q).*
10.22	Non-Qualified Stock Option Agreement between the Company and Timothy F. Cohane dated as of May 19, 1997 (filed as Exhibit 10.19 to the June 30, 1997 10-Q).*
10.23	First Amendment to Amended and Restated Receivables Purchase Agreement dated as of September 26, 1997 (filed as Exhibit 10.20 to the September 30, 1997 10-Q).*
10.24	Second Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 30, 2000 (filed as Exhibit 10.27 to the June 30, 2000 10-Q).*
10.25	Third Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 28, 2001 (filed as Exhibit 10.27 to the September 30, 2001 10-Q).*
10.26	Fourth Amendment to Amended and Restated Receivables Purchase Agreement dated as of September 30, 2001 (filed as Exhibit 10.28 to the September 30, 2001 10-Q).*
10.27	Canadian Purchase and Sale Agreement dated as of September 26, 1997 among Amphenol Canada Corp., Amphenol Funding Corp. and Amphenol Corporation, individually and as the initial servicer (filed as Exhibit 10.21 to the September 30, 1997 10-Q).*
10.28	Amended and Restated Credit Agreement dated as of October 3, 1997 among the Company, Amphenol Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent, the Bank of New York, as Documentation Agent and Bankers Trust Company, as Administrative Agent and Collateral Agent (filed the September 30, 1997 10-Q).*
10.29	First Amendment dated as of May 1, 1998 to the Amended and Restated Credit Agreement dated as of October 3, 1997 among the Company, Amphenol Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent, the Bank of New York, as Documentation Agent and Bankers Trust Company, as Administrative Agent and Collateral Agent (filed as Exhibit 10.25 to the March 31, 1998 10-Q).*
10.30	2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.30 to the June 30, 2001 10-Q).*
10.31	Management Stockholders’ Agreement entered into as of June 6, 2000 between the Company and Martin H. Loeffler (filed as Exhibit 10.31 to the December 31, 2001 10-K).*
10.32	Management Stockholders’ Agreement entered into as of June 6, 2000 between the Company and Edward G. Jepsen (filed as Exhibit 10.32 to the December 31, 2001 10-K).*
10.33	Management Stockholders’ Agreement entered into as of June 6, 2000 between the Company and Timothy F. Cohane (filed as Exhibit 10.33 to the December 31, 2002 10-K).*
10.34	Non-Qualified Stock Option Agreement between the Company and Martin H. Loeffler dated as of June 6, 2000 (filed as Exhibit 10.34 to the December 31, 2001 10-K).*
10.35	Non-Qualified Stock Option Agreement between the Company and Edward G. Jepsen dated as of June 6, 2000 (filed as Exhibit 10.35 to the December 31, 2001 10-K).*
10.36	Non-Qualified Stock Option Agreement between the Company and Timothy F. Cohane dated as of June 6, 2000 (filed as Exhibit 10.36 to the December 31, 2001 10-K).*
10.37	Amendment No. 1 to the Credit Agreement dated as of December 6, 2003, among Amphenol Corporation, the Lenders listed therein and Deutsche Bank Trust Company Americas as administrative agent (filed as Exhibit 10.1 to the September 30, 2003 10-Q).*
10.38	Fifth Amendment to Amended and Restated Receivables Purchase Agreement dated as of May 19, 2004 (filed as Exhibit 10.6 to the June 30, 2004 10-Q).*
10.39	Sixth Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 18, 2004 (filed as Exhibit 10.7 to the June 30, 2004 10-Q).*
10.40	Seventh Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 18, 2004 (filed as Exhibit 10.8 to the June 30, 2004 10-Q).*

49

10.41	First Amendment to Amended and Restated Purchase and Sale Agreement dated as of June 18, 2004 (filed as Exhibit 10.10 to the June 30, 2004 10-Q).*
10.42	The 2004 Amphenol Incentive Plan (filed as Exhibit 10.3 to the March 31, 2004 10-Q).*
10.43	First Amendment (2000-1) to the Amphenol Corporation Supplemental Employee Retirement plan (filed as Exhibit 10.18 to the September 30, 2004 10-Q).*
10.44	Second Amendment (2004-1) to the Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.19 to the September 30, 2004 10-Q).*
10.45	The 2004 Stock Option Plan for Directors of Amphenol Corporation (filed as Exhibit 10.44 to the June 30, 2004 10-Q).*
10.46	Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.2 to the March 31, 2004 10-Q).*
10.47	Second Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.35 to the June 30, 2004 10-Q).*
10.48	Credit Agreement dated as of May 6, 2003 among Amphenol Corporation, the Lenders listed therein, Fleet National Bank and Royal Bank of Canada, as Co-Documentation Agents, UBS Warburg LLC, as Syndication Agent and Deutsche Bank Trust Company Americas as Administrative Agent and Collateral Agent (filed as an Exhibit to the Form 8-K filed on June 13, 2003)*
10.49	The 2004 Amphenol Executive Incentive Plan (filed as Exhibit 10.45 to the June 30, 2004 10-Q).*
10.50	Form of 1997 Management Stockholders’ Agreement **
10.51	Form of 1997 Non-Qualified Stock Option Agreement **
10.52	Form of 1997 Sale Participation Agreement **
10.53	Form of 2000 Management Stockholders’ Agreement **
10.54	Form of 2000 Non-Qualified Stock Option Agreement **
10.55	Form of 2000 Sale Participation Agreement **
21	Subsidiaries of the Company.**
23	Consent of Deloitte & Touche LLP.**
31.1	Certification pursuant to Exchange Act Rules 13a-14 and 15d-14; as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2	Certification pursuant to Exchange Act Rules 13a-14 and 15d-14; as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.**
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.**

*Incorporated herein by reference as stated.

**Filed herewith

50

EX-10.50

Exhibit 10.50

[FORM OF] MANAGEMENT STOCKHOLDER’S AGREEMENT

This Management Stockholder’s Agreement (this “Agreement”) is entered into as of [DATE] between Amphenol Corporation, a Delaware Corporation (the “Company”), and [NAME] (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”).

Reference is made to the Agreement and Plan of Merger dated as of January 23, 1997, among NXS Acquisition Corp., a Delaware corporation (“Newco”), and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Newco was merged with and into the Company (the “Merger”).

This Agreement is one of several other agreements (“Other Management Stockholders’ Agreements”) which have been, or which in the future will be, entered into between the Company and other individuals who are or will be key employees of the Company or one of its subsidiaries (collectively, the “Other Management Stockholders”).

The Company has granted to the Management Stockholder an option or options to purchase Common Stock (“Options”) at an exercise price of [$GRANT PRICE] per share of Common Stock pursuant to the terms of the Amended 1997 Option Plan for Key Employees of Amphenol Corporation and Subsidiaries (the “Option Plan”) and the “Non-Qualified Stock Option Agreement” attached hereto as Exhibit A.

NOW THEREFORE, to implement the foregoing and in consideration of the grant of Options and of the mutual agreements contained herein, the Parties agree as follows:

1.[Intentionally omitted]

2.Management Stockholder’s Representations, Warranties and Agreements.

(a)The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a “transfer”) any shares of the Common Stock issuable upon exercise of the Options (the “Option Stock” or the “Stock”) unless such transfer complies with Section 3 of this Agreement.  If the Management Stockholder is an “affiliate” (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an “Affiliate”), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the “Act”), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the

Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction.  Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the “Management Stockholder’s Estate”) or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a “Management Stockholder’s Trust”) or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof.

(b)[NOT APPLICABLE AFTER MAY 19, 2002] The certificate (or certificates) representing the Stock shall bear a legend in substantially the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER’S AGREEMENT BETWEEN AMPHENOL CORPORATION (“THE COMPANY”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).”

(c)[NOT APPLICABLE AFTER MAY 19, 2002] The Management Stockholder acknowledges that he has been advised that (i) the Option Stock may not be registered under the Act and may not be transferred unless registered pursuant to an effective Registration Statement under the Act or pursuant to a transaction that is exempt from the registration requirements of such Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company’s transfer agent with respect to the Stock.  If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act.

(d)[NOT APPLICABLE AFTER MAY 19, 2002] If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the “SEC”).

(e)The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company.

(f)The Management Stockholder represents and warrants that (i) with respect to the Options, he has received and reviewed the document(s) comprising the Prospectus (the “Prospectus”) relating to Option Stock, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in Option Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information.

(g)The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Option Stock, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Option Stock, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Option Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Option Stock, if any, as contemplated by this Agreement.

3.Restriction on Transfer.  [NOT APPLICABLE AFTER MAY 19, 2002]

Except for transfers permitted by clauses (x), (y) and (z) of Section 2(a) or a sale of shares of Stock pursuant to an effective registration statement under the Act filed by the Company or pursuant to the Sale Participation Agreement (as defined below), the Management Stockholder agrees that he will not transfer any shares of the Stock at any time prior to the fifth anniversary of the Base Date.  No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void and of no effect.

4.Right of First Refusal.  [NO LONGER APPLICABLE]

If on the fifth anniversary of the Base Date the Common Stock is not admitted to trading on any national securities exchange or the NASDAQ Stock Market, and, at any time after the fifth anniversary of the Base Date and prior to a Public Offering (as hereinafter defined), the Management Stockholder receives a bona fide offer to purchase any or all of his shares of Stock (the “Offer”) from a third party (the “Offeror”) which the Management Stockholder wishes to accept, the Management Stockholder shall cause the Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Offer.  The Management Stockholder’s notice shall contain an irrevocable offer to sell such shares of Stock to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a true copy of the Offer (which shall identify the Offeror).  At any time within 30 days after the date of the receipt by the Company of the Management Stockholder’s notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board of Directors, by delivering a certified bank check or checks in the appropriate amount (and any such non-cash consideration to be paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder.  If at the end of such 30 day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may during the succeeding 30 day period sell not less than all of the shares of Stock covered by the Offer to the Offeror at a price and on terms no less favorable to the Management Stockholder than those contained in the Offer.  Promptly after such sale, the Management Stockholder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company.  If, at the end of 30 days following the expiration of the 30 day period for the Company to purchase the Stock, the Management Stockholder has not completed the sale of such shares of the Stock as aforesaid, all the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such shares of the Stock.

5.Management Stockholder’s Resale of Stock and Options to the
Company Upon The Management Stockholder’s Death or Disability or
in Case of Certain Terminations of Employment.    [NO LONGER APPLICABLE]

(a)Except as otherwise provided herein, if, prior to the fifth anniversary of the Base Date, (i) the Management Stockholder is still in the employ of the Company or any subsidiary of the Company, or has retired from the Company and its subsidiaries at age 65 or over (or such other age as may be approved by the Board of Directors of the Company) after having been employed by the Company or any subsidiary for at least three years after the Base Date, and (ii) the Management Stockholder either dies or becomes permanently disabled then the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholder’s Trust, as the case may be, shall have the right, for six months following the date of death or permanent disability, (A) to sell to the Company, and the Company shall be required to purchase, on one occasion, all or any portion of the shares of Stock then held by the Management Stockholder, the Management Stockholder’s Estate and/or the Management Stockholder’s Trust, as the case may be, at the Section 5(a) Repurchase Price, as determined in accordance with Section 7, and (B) to require the Company to pay to the Management Stockholder or the Management Stockholder’s

Estate or the Management Stockholder’s Trust, as the case may be, an additional amount equal to the Option Excess Price determined on the basis of a Section 5(a) Repurchase Price as provided in Section 8 with respect to the termination of outstanding Options held by the Management Stockholder.

(b)[Intentionally omitted]

(c)The Management Stockholder, the Management Stockholder’s Estate and/or the Management Stockholder’s Trust, as the case may be, shall send written notice to the Company of its intention to sell shares of Stock in exchange for the payment referred in Section 5(a) above and to terminate such Options in exchange for the payment referred to in Section 5(a) (the “Redemption Notice”).  The completion of the purchase shall take place at the principal office of the Company on the tenth business day after the giving of the Redemption Notice.  The applicable Repurchase Price and any payment with respect to the Options as described above shall be paid by delivery to the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust, as the case may be, of a certified bank check or checks in the appropriate amount payable to the order of the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust, as the case may be, against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents cancelling the Options so terminated appropriately endorsed or executed by the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust, or his, her or its duly authorized representative.  For purposes of this Agreement, the Management Stockholder shall be deemed to have a “permanent disability” if the Management Stockholder is unable to engage in the activities required by the Management Stockholder’s job by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(d)Notwithstanding anything in Section 5(a) to the contrary and subject to Section 11, if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any loan, guarantee or other agreement under which the Company or any subsidiary of the Company has borrowed money or if the repurchase referred to in Section 5(a) would result in a default or an event of default on the part of the Company or any subsidiary of the Company under any such agreement or if a repurchase would not be permitted under the Delaware General Corporation Law (the “DGCL”) or would otherwise violate the DGCL (or if the Company reincorporates in another state, the business corporation law of such state) (each such occurrence being an “Event”), the Company shall not be obligated to repurchase any of the Stock or the Options from the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholder’s Trust, as the case may be, until the first business day which is 10 calendar days after all of the foregoing Events have ceased to exist (the “Repurchase Eligibility Date”); provided, however, that (i) the number of shares of Stock subject to repurchase under this Section 5(d) shall be that number of shares of Stock, and (ii) in the case of a repurchase pursuant to Section 5(a), the number of Exercisable Option Shares (as defined in Section 8) for purposes of calculating the Option Excess Price payable under this Section 5(d) shall be the number of Exercisable Option Shares, held by the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholder’s Trust, as the case may be, at the time of delivery of a Redemption Notice in accordance with Section 5(c) hereof; provided, further, that the Repurchase Calculation Date shall be determined in accordance with Section 7 as of the Repurchase Eligibility Date (unless, in a repurchase pursuant to Section 5(a), the Section 5(a)

Repurchase Price would be greater if the Repurchase Calculation Date had been determined as if no Event had occurred in which case, solely for purposes of this proviso, the Repurchase Calculation Date shall be determined as if no Event had occurred).  All Options exercisable as of the date of a Redemption Notice, in the case of a repurchase pursuant to Section 5(a), shall continue to be exercisable until the repurchase pursuant to such Redemption Notice, provided that to the extent any Options are exercised after the date of such Redemption Notice, the number of Exercisable Option Shares for purposes of calculating the Option Excess Price shall be reduced accordingly.

(e)Notwithstanding any other provision of this Section 5 to the contrary and subject to Section 11, the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholder’s Trust, as the case may be, shall have the right to withdraw any Redemption Notice which has been pending for 60 or more days and which has remained unsatisfied because of the provisions of Section 5(d).

6.The Company’s Option to Repurchase Stock
and Options of Management Stockholder.  [NO LONGER APPLICABLE]

(a)If, on or prior to the fifth anniversary of the Base Date, (i) the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company with Cause (as hereinafter defined) or by the Management Stockholder without Good Reason (as hereinafter defined), (ii) the beneficiaries of a Management Stockholder’s Trust shall include any person or entity other than the Management Stockholder, his spouse or his lineal descendants, or (iii) the Management Stockholder shall effect a transfer of any of the Stock other than as permitted in this Agreement (each, a “Section 6(a) Call Event”), then the Company shall have the right to purchase all, but not less than all, of the shares of the Stock then held by the Management Stockholder or a Management Stockholder’s Trust at the Section 6(a) Repurchase Price determined in accordance with Section 7 hereof.  If any Section 6(a) Call Event has occurred, then, whether or not the Company exercises the call rights granted under this Section 6(a), the Options (whether or not then exercisable) held by the Management Stockholder or the Management Stockholder’s Trust, as the case may be, will terminate immediately without payment therefor.

(b)If, on or prior to the fifth anniversary of the Base Date, the Management Stockholder’s employment is terminated as a result of the death or permanent disability of the Management Stockholder or if the Management Stockholder dies or becomes permanently disabled after the retirement of the Management Stockholder from the Company or any of its subsidiaries at age 65 or over (or such other age as may be approved by the Board of Directors of the Company) after having been employed by the Company or any subsidiary for at least three years after the Base Date, (each a “Section 6(b) Call Event”), then the Company shall have the right to purchase all, but not less than all, of the shares of Stock then held by the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholder’s Trust at the Section 5(a) Repurchase Price.

(c)If, on or prior to the fifth anniversary of the Base Date, the Management Stockholder’s employment is terminated as a result of a termination by the Management Stockholder with Good Reason or upon the retirement of the Management Stockholder from the Company or any of its subsidiaries at age 65 or over (or such other age as may be approved by the Board of Directors of the Company) after having been employed by the Company or any

subsidiary for at least three years after the Base Date, or by the Company without Cause (each a “Section 6(c) Call Event” and together with Section 6(a) Call Events and Section 6(b) Call Events, “Call Events”), then the Company shall have the right to purchase all, but not less than all, of the shares of Stock then held by the Management Stockholder or a Management Stockholder’s Trust at the Section 6(c) Repurchase Price.

(d)The Company shall have a period of 75 days from the date of a Call Event in which to give notice in writing to the Management Stockholder of the exercise of such election (“Call Notice”).  In the event that the Company exercises its right to repurchase shares of Stock pursuant to Section 6(b) or Section 6(c), the Company shall also pay the Management Stockholder an amount equal to the Option Excess Price determined on the basis of the Section 5(a) Repurchase Price or Section 6(c) Repurchase Price, respectively, as provided in Section 8, with respect to the termination of outstanding Options held by the Management Stockholder.

(e)The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company on the tenth business day after the giving of notice of the exercise of the option to purchase.  The applicable Repurchase Price and any payment with respect to the Options as described in Sections 6(d) above shall be paid by delivery to the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholder’s Trust, as the case may be, of a certified bank check or checks in the appropriate amount payable to the order of the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholder’s Trust, as the case may be, against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents cancelling the Options so terminated, appropriately endorsed or executed by the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholders Trust or his, her or its authorized representative.

(f)Notwithstanding any other provision of this Section 6 to the contrary and subject to Section 11, if there exists and is continuing any Event, the Company shall delay the repurchase of any of the Stock or the Options (pursuant to a Call Notice timely given in accordance with Section 6(d) hereof) from the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholder’s Trust, as the case may be, until the Repurchase Eligibility Date; provided, however, that (i) the number of shares of Stock subject to repurchase under this Section 6(f) shall be that number of shares of Stock and (ii) in the case of a repurchase pursuant to Section 6(b) or Section 6(c), the number of Exercisable Option Shares for purposes of calculating the Option Excess Price payable under this Section 6(f) shall be the number of Exercisable Option Shares held by the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholder’s Trust, as the case may be, at the time of delivery of a Call Notice in accordance with Section 6(d) hereof; and provided, further, that the Repurchase Calculation Date shall be determined in accordance with Section 7 based on the Repurchase Eligibility Date (unless (x) in the case of a Section 6(b) Call Event or a Section 6(c) Call Event, the applicable Repurchase Price would be greater if the Repurchase Calculation Date had been determined as if no Event had occurred, in which case the Repurchase Calculation Date shall be determined as if no Event had occurred, and (y) in the case of a Section 6(a) Call Event, the applicable Repurchase Price would be less if the Repurchase Calculation Date had been determined as if no Event had occurred, in which case the Repurchase Calculation Date shall be determined as if no Event had occurred).  All Options exercisable as of the date of a Call Notice, in the case of a repurchase pursuant to Section 6(b) or Section 6(c), shall continue to be

exercisable until the repurchase pursuant to such Call Notice, provided that to the extent that any Options are exercised after the date of such Call Notice, the number of Exercisable Option Shares for purposes of calculating the Option Excess Price shall be reduced accordingly.

7.Determination of Repurchase Price.   [NO LONGER APPLICABLE]

(a)The Section 5(a) Repurchase Price, Section 6(a) Repurchase Price and the Section 6(c) Repurchase Price are hereinafter collectively referred to as the “Repurchase Price.”  The Repurchase Price shall be calculated on the basis of the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 7(j)) as of the last day of the month preceding the later of (i) the month in which the event giving rise to the repurchase occurs and (ii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the “Repurchase Calculation Date”).  The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Management Stockholder, not the giving of any notice required pursuant to Section 5 or 6.

(b)The Section 5(a) Repurchase Price shall be a per share Repurchase Price equal to the Base Price, provided that if the Book Value Per Share (as defined in Section 7(h)) (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date is greater than the Base Price, then the Section 5(a) Repurchase Price shall be equal to the Base Price plus the amount by which the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date exceeds the Base Price.

(c)[Intentionally omitted]

(d)The Section 6(a) Repurchase Price shall be a per share Repurchase Price equal to the least of (i) after a Public Offering, the Market Price Per Share, (ii) if the Book Value Per Share as of the Repurchase Calculation Date is less than the Base Price, the Base Price less the amount by which the Base Price exceeds Book Value Per Share as of the Repurchase Calculation Date (but shall not be less than zero),  and (iii) if the Book Value Per Share as of the Repurchase Calculation Date exceeds the Base Price, the Base Price plus (x) the Percentage (as defined below) multiplied by (y) the amount by which the Book Value Per Share as of the Repurchase Calculation Date exceeds the Base Price.

(e)The Section 6(c) Repurchase Price shall be a per share Repurchase Price equal to the Base Price, provided (x) if the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date is less than the Base Price, then the Section 6(c) Repurchase Price shall equal the Base Price less the amount by which the Base Price exceeds Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date, and (y) if the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date is greater than the Base Price, then the Section 6(c) Repurchase Price shall equal the Base Price plus the amount by which the Book Value Per Share (or, after a Public Offering, the Market Price Per Share) as of the Repurchase Calculation Date exceeds the Base Price, as the case may be.

(f)For purposes of this Agreement the following definitions shall apply: “Cause” shall mean (i) the Management Stockholder’s willful and continued failure to perform Management Stockholder’s duties with respect to the Company or its subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to

Management Stockholder by the Company or (ii) misconduct by Management Stockholder involving (x) dishonesty or breach of trust in connection with Management Stockholder’s employment or (y) conduct which would be a reasonable basis for an indictment of Management Stockholder for a felony or for a misdemeanor involving moral turpitude or (z) which results in a demonstrable injury to the Company; and “Good Reason” shall mean (i) a reduction in Management Stockholder’s base salary (other than a broad based salary reduction program affecting many members of management), (ii) a substantial reduction in Management Stockholder’s duties and responsibilities other than as approved by the Chief Executive Officer of the Company as of the date of this Agreement, (iii) the elimination or reduction of the Management Stockholder’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, or (iv) a transfer of the Management Stockholder’s primary workplace by more than fifty (50) miles from the workplace as of the date hereof.

(g)For purposes of this Agreement, the “Percentage” shall be determined as follows:

Repurchase Calculation Date	Percentage
Date through and including the first anniversary of the Base Date	0%
The first anniversary of the Base Date through and including the second anniversary of the Base Date	20%
The second anniversary of the Base Date through and including the third anniversary of the Base Date	40%
The third anniversary of the Base Date through and including the fourth anniversary of the Base Date	60%
The fourth anniversary of the Base Date through and including the fifth anniversary of the Base Date	80%
The fifth anniversary of the Base Date	100%

(h)As used herein, “Book Value Per Share” shall be the quotient of (a) (i) $455,440,830 plus (ii) the aggregate net income of the Company from and after the date of the Effective Time of the Merger (as decreased by any net losses from and after the date of the Effective Time of the Merger) excluding any one time costs and expenses charged to income associated with the Merger and any related transactions plus (iii) the aggregate dollar amount contributed to (or credited to common stockholders’ equity of) the Company after the date of the Effective Time of the Merger as equity of the Company (including consideration to be received upon exercise of the Options and other stock equivalents) plus (iv) to the extent reflected as deductions to Book Value Per Share in clause (ii) above, or minus, to the extent reflected as additions to Book Value Per Share in clause (ii) above, unusual or other items recognized by the Company (including, without limitation, one time or accelerated write-offs of good will), in each case, if and to the extent determined in the sole discretion of the Board of Directors of the Company, minus, (v) the aggregate dollar amount of any dividends paid by the Company after the date of the Effective Time of the Merger, divided by (b) the sum of the number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon the

exercise of all outstanding stock options and other rights to acquire Common Stock and the conversion of all securities convertible into shares of Common Stock.  The items referred to in the calculations set forth in clauses (a)(ii), (a)(iii), (a)(iv) and (a)(v) of the immediately preceding sentence shall be determined in accordance with generally accepted accounting principles applied on a basis consistent with any prior periods as reflected in the consolidated financial statements of the Company.

(i)As used herein the term “Public Offering” shall mean the sale of shares of Common Stock to the public subsequent to the date hereof pursuant to a registration statement under the Act which has been declared effective by the SEC (other than a registration statement on Form S-8 or any other similar form) which results in an active trading market in 35% or more of the Common Stock.  A “Qualified Public Offering” shall mean a Public Offering pursuant to an effective registration statement relating to the sale of shares of the Common Stock held by KKR 1996 Fund L.P., a Delaware limited partnership (the “Partnership”) or NXS Associates, L.P., a Delaware limited partnership, or their respective affiliates; provided, however, that a “Qualified Public Offering” shall be deemed to have occurred if there has been any Public Offering and there exists an active trading market in 40% or more of the Common Stock.

(j)As used herein, the term “Market Price Per Share” shall mean the price per share equal to the average of the last sale price of the Common Stock on the Repurchase Calculation Date on each exchange on which the Common Stock may at the time be listed or, if there shall have been no sales on any of such exchanges on the Repurchase Calculation Date, the average of the closing bid and asked prices on each such exchange at the end of the Repurchase Calculation Date or if there is no such bid and asked price on the Repurchase Calculation Date on the next preceding date when such bid and asked price occurred or, if the Common Stock shall not be so listed, the average of the closing sales prices as reported by NASDAQ at the end of the Repurchase Calculation Date in the over-the-counter market.  If the Common Stock is not so listed or reported by NASDAQ, then the Market Price Per Share shall be the Book Value Per Share.

(k)In determining the Repurchase Price, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Common Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of this Section 7.

8.Stock Issued to Management Stockholder Upon Exercise of Stock Options; Termination of Options.

(a)The Company may from time to time grant to the Management Stockholder, in addition to the Options, options under the Option Plan to purchase shares of Common Stock at the Base Price or at a different option exercise price.  The term “Issued Stock” as used in this Agreement shall include all shares of Common Stock of the Company purchased by the Management Stockholder pursuant to this Agreement and issued to the Management Stockholder by the Company upon exercise of the Options and of any other stock options held by the Management Stockholder.

(b)[NO LONGER APPLICABLE]  In the case of an exercise of the put or call rights described above in Section 6(a), all outstanding Options of the Management Stockholder (whether or not then exercisable) will be automatically terminated without payment therefor.  In

the case of an exercise of the put rights described above in Section 5(a) or of the call rights described above in Sections 6(b) or 6(c), all outstanding Options granted to the Management Stockholder under the Option Plan or otherwise, whether or not then exercisable, will be automatically terminated upon the payment by the Company to the Management Stockholder, pursuant to the provisions of Sections 5(a) or 6(d) of this Agreement, as the case may be, of an amount equal to the Option Excess Price.  If the Option Excess Price is zero or a negative number, all outstanding stock options granted to the Management Stockholder under the Option Plan or otherwise, whether or not then exercisable, shall be automatically terminated upon the repurchase of Stock as provided in Sections 5(a), 6(b) or 6(c).  With respect to each Option, the Option Excess Price is the excess, if any, of the Section 5(a) Repurchase Price or the Section 6(c) Repurchase Price, depending on which Repurchase Price is being used to repurchase the remainder of the Stock, over the Option Exercise Price (as defined in the Non-Qualified Option Agreement), multiplied by the number of Exercisable Option Shares thereunder.  For purposes hereof, “Exercisable Option Shares” shall mean the shares of Common Stock which, at the time of determination of the Option Excess Price could be purchased by the Management Stockholder upon exercise of his or her outstanding options.  The Company will use its reasonable best efforts to cause a Registration Statement on Form S-8 covering shares of Issued Stock contemplated hereby to be filed within six months of the date hereof.

9.The Company’s Representations and Warranties.

(a)The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Issued Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

(b)The Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC.  Notwithstanding anything contained in this Section 9(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available.  Nothing in this Section 9(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

10“Piggyback” Registration Rights  [NOT APPLICABLE AFTER MAY 19, 2002]

(a)Effective upon the date of this Agreement, until the later of (i) the first occurrence of a Qualified Public Offering (as defined in Section 7(i) above) or (ii) the fifth anniversary of the Base Date, the Management Stockholder hereby agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement dated as of May 19, among the Company (as successor by Merger to Newco), KKR 1996 Fund L.P., NXS Associates, L.P. KKR Partners II, L.P. and NXS I, L.L.C. (the “Registration Rights Agreement”) and, in the case of a Qualified Public Offering and subject to the limitations set forth in this Section 10, shall have all of the rights and privileges of the Registration Rights Agreement, in each case as if the

Management Stockholder were an original party (other than the Company) thereto; provided, however, that the Management Stockholder shall not have any rights to request registration under Section 3 of the Registration Rights Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Management Stockholder consents thereto.  Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Management Stockholder’s rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10.  All Stock purchased or held by the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust pursuant to this Agreement shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement.

(b)The Company will promptly notify the Management Stockholder in writing (a “Notice”) of any proposed registration (a “Proposed Registration”) in connection with a Qualified Public Offering.  If within 15 days of the receipt by the Management Stockholder of such Notice, the Company receives from the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust a written request (a “Request”) to register shares of Stock held by the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust, as the case may be, may be submitted for all Registrable Securities held by the Management Stockholder, the Management Stockholder’s Estate and the Management Stockholder’s Trust.

(c)The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder (which for purposes of this subparagraph (c) shall include shares held by the Management Stockholder’s Estate or a Management Stockholder’s Trust), including all shares of Stock which the Management Stockholder is then entitled to acquire under an unexercised Option to the extent then exercisable or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Management Stockholders) as more fully described in subsection (d) of this Section 10 or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Common Stock the Management Stockholder and all Other Management Stockholders have requested be registered) and all Other Management Stockholders are permitted to register under the Registration Rights Agreement.

(d)If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Qualified Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock

which the “Holders” (as defined in the Registration Rights Agreement), including, without limitation, the Management Stockholder and Other Management Stockholders have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

(e)Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a “Custody Agreement and Power of Attorney”).  The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a

certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein.

(f)The Management Stockholder agrees that he or she will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 10.

11Pro Rata Repurchases.  [NO LONGER APPLICABLE]

Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management Stockholders’ Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder and Other Management Stockholders pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder and all Other Management Stockholders have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the “Maximum Repurchase Amount”).  The provisions of Section 5(d) and 6(f) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11.  Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder and the Other Management Stockholders whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management Stockholders’ Agreements.

12Rights to Negotiate Repurchase Price.

Nothing in this Agreement shall be deemed to restrict or prohibit the Company from purchasing shares of Stock or Options from the Management Stockholder, at any time, upon such terms and conditions, and for such price, as may be mutually agreed upon between the Parties,

whether or not at the time of such purchase circumstances exist which specifically grant the Company the right to purchase, or the Management Stockholder the right to sell, shares of Stock or the Company has the right to pay, or the Management Stockholder has the right to receive, the Option Excess Price under the terms of this Agreement.

13Covenant Regarding 83(b) Election.

Except as the Company may otherwise agree in writing, the Management Stockholder hereby covenants and agrees that he will make an election provided pursuant to Treasury Regulation 1.83-2 with respect to the Stock to be acquired upon each exercise of the Management Stockholder’s Non-Qualified Options; and Management Stockholder further covenants and agrees that he will furnish the Company with copies of the forms of election the Management Stockholder files within 30 days after the date hereof, and within 30 days after each exercise of Management Stockholder’s Non-Qualified Options and with evidence that each such election has been filed in a timely manner.

14Notice of Change of Beneficiary.

Immediately prior to any transfer of Stock to a Management Stockholder’s Trust, the Management Stockholder shall provide the Company with a copy of the instruments creating the Management Stockholder’s Trust and with the identity of the beneficiaries of the Management Stockholder’s Trust.  The Management Stockholder shall notify the Company immediately prior to any change in the identity of any beneficiary of the Management Stockholder’s Trust.

15Expiration of Certain Provisions.

The provisions contained in Sections 4, 5 and 6 of this Agreement and the portion of any other provision of this Agreement which incorporates the provisions of Sections 4, 5 and 6, shall terminate and be of no further force or effect with respect to any shares of Stock sold by the Management Stockholder (i) pursuant to an effective registration statement filed by the Company pursuant to Section 10 hereof or (ii) pursuant to the terms of the Sale Participation Agreement of even date herewith, among the Management Stockholder, and KKR 1996 Fund L.P., NXS Associates, L.P. and KKR Partners II, L.P.

The provisions contained in Sections 2(e), 3, 4, 5, 6 and 13 of this Agreement, and the portion of any other provisions of this Agreement which incorporate the provisions of such Sections, shall terminate and be of no further force or effect upon (i) the sale of all or substantially all of the assets of the Company to a person or group that is not an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), (ii) an acquisition of voting stock of the Company resulting in more than 50% of the voting stock of the Company being held by a person or group that does not include KKR or any of its affiliates or (iii) the consummation of a merger, reorganization, business combination or liquidation of the Company, but only if such merger, reorganization, business combination or liquidation results in the Partnership or NXS Associates, L.P., or any affiliate or affiliates thereof, together no longer having the power (A) to elect a majority of the Board of Directors of the Company or such other corporation which succeeds to the Company’s rights and obligations pursuant to such merger, reorganization, business combination or liquidation, or (B) if the resulting entity of such merger, reorganization, business combination or liquidation is not a corporation, to select the general partner(s) or other persons or entities controlling the operations and business of the resulting entity.  Such provisions and the

portion of any other provisions of this Agreement which incorporate such provisions shall also terminate and be of no further force and effect if the Management Stockholder’s employment is terminated and the Company has not given a Call Notice within 75 days from the date of the applicable Call Event (i) with respect to all the Stock of a Management Stockholder if the Management Stockholder’s employment has been terminated as a result of termination by the Management Stockholder with Good Reason or by the Company without Cause, and (ii) with respect to only the Retained Stock and any Issued Stock (other than any shares acquired upon the exercise of Options) or Market Stock of a Management Stockholder if the Management Stockholder’s employment has been terminated for any other reason.

16Recapitalizations, etc.

The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options, by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

17Management Stockholder’s Employment by the Company.

Nothing contained in this Agreement or in any other agreement entered into by the Company and the Management Stockholder contemporaneously with the execution of this Agreement (i) obligates the Company or any subsidiary of the Company to employ the Management Stockholder in any capacity whatsoever or (ii) prohibits or restricts the Company (or any such subsidiary) from terminating the employment, if any, of the Management Stockholder at any time or for any reason whatsoever, with or without Cause, and the Management Stockholder hereby acknowledges and agrees that neither the Company nor any other person has made any representations or promises whatsoever to the Management Stockholder concerning the Management Stockholder’s employment or continued employment by the Company or any subsidiary of the Company.

18State Securities Laws.

The Company hereby agrees to use its best efforts to comply with all state securities or “blue sky” laws which might be applicable to the sale of the Stock and the issuance of the Options to the Management Stockholder.

19Binding Effect.

The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.  In the case of a transferee permitted under Section 2(a) hereof, such transferee shall be deemed the Management Stockholder hereunder; provided, however, that no transferee (including without limitation, transferees referred to in Section 2(a) hereof) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a valid undertaking and becomes bound by the terms of this Agreement.

20Amendment.

This Agreement may be amended only by a written instrument signed by the Parties hereto.

21Closing.

Except as otherwise provided herein, the closing of each purchase and sale of shares of Stock and the payment of the Option Excess Price, if any, pursuant to this Agreement shall take place at the principal office of the Company on the tenth business day following delivery of the notice by either Party to the other of its exercise of the right to purchase or sell such Stock hereunder or to cause the payment of the Option Excess Price, if any.

22Applicable Law.

The laws of the state of Delaware (or if the Company reincorporates in another state, of that state) shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law.  Any suit, action or proceeding against the Management Stockholder, with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, as the Company may elect in its sole discretion, and the Management Stockholder hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment.  By the execution and delivery of this Agreement, the Management Stockholder appoints The Corporation Trust Company, at its office in New York, New York or Wilmington, Delaware (or if the Company reincorporates in another state, an office in that state), as the case may be, as his agent upon which process may be served in any such suit, action or proceeding.  Service of process upon such agent, together with notice of such service given to the Management Stockholder in the manner provided in Section 25 hereof, shall be deemed in every respect effective service of process upon him in any suit, action or proceeding.  Nothing herein shall in any way be deemed to limit the ability of the Company to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Management Stockholder, in such other jurisdictions and in such manner, as may be permitted by applicable law.  The Management Stockholder hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.  No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and the Management Stockholder hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority.  The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit,

action or proceeding.  Each Party hereto hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.

23Assignability of Certain Rights by the Company.

The Company shall have the right to assign any or all of its rights or obligations to purchase shares of Stock pursuant to Sections 4, 5 and 6 hereof; provided, however, that the Company shall remain obligated to perform its obligations notwithstanding such assignment in the event that such assignee fails to perform the obligations so assigned to it.

24Miscellaneous.

In this Agreement (i) all references to “dollars” or “$” are to United States dollars and (ii) the word “or” is not exclusive.  If any provision of this Agreement shall be declared illegal, void or unenforceable by any court of competent jurisdiction, the other provisions shall not be affected, but shall remain in full force and effect.

25Notices.

All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered by hand (whether by overnight courier or otherwise) or sent by registered or certified mail, return receipt requested, postage prepaid, or by overnight delivery or telecopy, to the Party to whom it is directed:

(a)If to the Company, to it at the following address:

c/o Kohlberg Kravis Roberts & Co.

2800 Sand Hill Road - Suite 200

Menlo Park, California  94025

Attn:  Michael Michelson

with a copy to:

Simpson Thacher & Bartlett

425 Lexington Avenue

New York, New York  10017-3909

Attn:  Charles I. Cogut, Esq.

(b)If to the Management Stockholder, to him at the address set forth below under his signature;

or at such other address as either party shall have specified by notice in writing to the other.

26Covenant Not to Compete; Confidential Information.

(a)In consideration of the Company granting Options to the Management Stockholder and entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the Base Date, for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period

of one year thereafter (the “Noncompete Period”), the Management Stockholder shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management Stockholder’s employment with the Company or any of its subsidiaries.  In the event that the Management Stockholder’s employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder’s base salary on the date of the termination of the Management Stockholder’s employment.  At the Company’s option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder’s employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder an amount equal to 50% of the Management Stockholder’s base salary on the date of the termination of his employment.  Each amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder.  For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise.

(b)The Management Stockholder will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management Stockholder’s performance of duties, if any, assigned to the Management Stockholder by the Company.  As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form.  Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder proposes to disclose or use such information.  The Management Stockholder acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder while employed by the Company or its subsidiaries belong to the Company.  The Management Stockholder will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such

ownership at the Company’s expense (including without limitation assignments, consents, powers of attorney and other instruments).  If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

(c)Notwithstanding clauses (a) and (b) above, if at any time a court holds that the restrictions stated in such clauses (a) and (b) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area.  Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement.  In the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

AMPHENOL CORPORATION
By:
	Martin H. Loeffler
	Chairman, President & CEO
By: Management Stockholder
Address of Management Stockholder

EX-10.51

Exhibit 10.51

AMENDED 1997 OPTION PLAN

[FORM OF] NON-QUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT, dated as of [DATE] is made by and between AMPHENOL CORPORATION a Delaware corporation (hereinafter referred to as the “Company”), and [NAME], an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company (hereinafter referred to as “Optionee”).

WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its Class A Common Stock, par value $.001 per share (the “Common Stock”);

WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee (as hereinafter defined), appointed to administer the Plan, has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the Non-Qualified Options provided for herein to the Optionee as an incentive for increased efforts during his term of office with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Options;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

Section 1.1 - - Affiliate

“Affiliate” shall mean, with respect to the Company, any corporation directly or indirectly controlling, controlled by, or under common control with, the Company or any other entity designated by the Board of Directors of the Company in which the Company or an Affiliate has an interest.

Section 1.2 - - Cause

“Cause” shall mean, (i) the Optionee’s willful and continued failure to perform his or her duties with respect to the Company or its Subsidiaries which continues beyond 10 days after a written demand for substantial performance is delivered to the Optionee by the Company or (ii) misconduct by the Optionee (x) involving dishonesty or breach of trust in connection with

Optionee’s employment, (y) which would be a reasonable basis for an indictment of the Optionee of a felony or a misdemeanor involving moral turpitude or (z) which results in a demonstrable injury to the Company.

Section 1.3 - - Change of Control

“Change of Control” shall mean (i) a sale of all or substantially all of the assets of the Company to a Person who is not an Affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), (ii)  an acquisition of voting stock of the Company resulting in more than 50% of the voting stock of the Company being held by a Person or Group that does not include KKR or any of its Affiliates or (iii) the consummation of a merger, reorganization, business combination or liquidation of the Company, but only if such merger, reorganization, business combination or liquidation results in the KKR 1996 Fund L.P., a Delaware limited partnership (the “Partnership”) or NXS Associates L.P., or any affiliates or affiliates thereof, together no longer having power (A) to elect a majority of the Board of Directors of the Company or such other corporation which succeeds to the Company’s rights and obligation pursuant to such merger, reorganization, business combination or liquidation, or (B) if the resulting entity of such merger, reorganization, business combination or liquidation is not a corporation, to select the general partner(s) or other persons or entities controlling the operations and business of the resulting entity.

Section 1.4 - - Code

“Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 1.5 - - Committee

“Committee” shall mean the Compensation Committee of the Company.

Section 1.6 - - Good Reason

“Good Reason” shall mean (i) a reduction in Optionee’s base salary (other than a broad based salary reduction program affecting many members of management), (ii) a substantial reduction in Optionee’s duties and responsibilities other than as approved by the Chief Executive Officer of the Company as of the date of this Agreement, (iii) the elimination or reduction of the Optionee’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, or (iv) a transfer of the Optionee’s primary workplace by more than fifty (50) miles from the workplace as of the date hereof.

Section 1.7 - - Grant Date

“Grant Date” shall mean the date on which the Options provided for in this Agreement were granted.

Section 1.8 - - Group

“Group” means two or more Persons acting together as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company.

Section 1.9 - - Management Stockholder’s Agreement

“Management Stockholder’s Agreement” shall mean that certain Management Stockholder’s Agreement dated as of May 19, 1997 between the Optionee and the Company.

Section 1.10 - - Options

“Options” shall mean the non-qualified options, to purchase Common Stock granted under this Agreement.

Section 1.11 - - Permanent Disability

The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by the Optionee’s job by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

Section 1.12 - - Person

“Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Section 1.13 - - Plan

“Plan” shall mean the Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries.

Section 1.14 - - Pronouns

The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

Section 1.15 - - Retirement

“Retirement” shall mean retirement at age 65 or over (or such other age as may be approved by the Board of Directors of the Company) after having been employed by the Company or a Subsidiary for at least three years after the Grant Date.

Section 1.16 - - Secretary

“Secretary” shall mean the Secretary of the Company.

Section 1.17 - - Subsidiary

“Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations, or group of commonly controlled corporations (other than the last corporation in the unbroken chain), then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Section 1.18 - - Trigger Date    [Sometimes referred to as Grant Date]

“Trigger Date” shall mean the date hereof.

ARTICLE II

GRANT OF OPTIONS

Section 2.1 - - Grant of Options

For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee an Option to purchase any part or all of an aggregate of [NUMBER] shares of its $.001 par value Class A Common Stock upon the terms and conditions set forth in this Agreement.

Section 2.2 - - Exercise Price    [Sometimes referred to as Grant Price]

Subject to Section 2.4, the exercise price of the shares of stock covered by the Options  (the “Option Exercise Price”) shall be [AMOUNT] per share without commission or other charge.

Section 2.3  - Right to Employment

Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary or Affiliate or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries or Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause.

Section 2.4 - Adjustments in Options Pursuant to Merger, Consolidation, etc.

Subject to Section 9 of the Plan, in the event that the outstanding shares of the stock subject to an Option are, from time to time, changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an adjustment in the number and kind of shares and/or the amount of consideration as to which or for which, as the case may be, such Option, or portions thereof then unexercised, shall be exercisable, in such manner as the Committee

determines is reasonably necessary to maintain as nearly as practicable the rights, benefits and obligations that the parties would have had absent such event.  Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

ARTICLE III

PERIOD OF EXERCISABILITY

Section  3.1 - - Commencement of Exercisability

(a)  Options shall become exercisable as follows:

Date Option Becomes Exercisable	Percentage of Option Shares Granted As to Which Option Is Exercisable
After the first anniversary of the Trigger Date	20	%
After the second anniversary of the Trigger Date	40	%
After the third anniversary of the Trigger Date	60	%
After the fourth anniversary of the Trigger Date	80	%
After the fifth anniversary of the Trigger Date	100	%

Notwithstanding the foregoing, (x) no Options shall become exercisable prior to the time the Plan is approved by the Company’s stockholders, and (y) subject to the immediately preceding clause (x), the Options shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Options immediately prior to a Change of Control (but only to the extent such Options have not otherwise terminated or become exercisable).

(b)  Notwithstanding the foregoing, no Option shall become exercisable as to any additional shares of Common Stock following the termination of employment of the Optionee for any reason other than a termination of employment because of death or Permanent Disability of the Optionee, and any Option (other than as provided in the next succeeding sentence) which is non-exercisable as of the Optionee’s termination of employment shall be immediately cancelled.  In the event of a termination of employment because of such death or Permanent Disability, the Options shall immediately become exercisable as to all shares of Common Stock subject thereto.

Section 3.2 - - Expiration of Options  [Sometimes referred to as Grant Expiration Date]

Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Options may not be exercised to any extent by the Optionee after the first to occur of the following events:

(a)  The tenth anniversary of the Grant Date; or

(b)  The first anniversary of the date of the Optionee’s termination of employment by reason of death, Permanent Disability or Retirement; or

(c)  The first business day which is fifteen calendar days after the earlier of (i) 75 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement and (ii) the delivery of notice by the Company that it does not intend to exercise its call rights under Section 6 of the Management Stockholder’s Agreement; provided, however, that in any event the Options shall remain exercisable under this subsection 3.2(c) until at least 45 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement; or

(d)  The date the Option is terminated pursuant to Section 5, 6 or 8(b) of the Management Stockholder’s Agreement; or

(e)  If the Committee so elects pursuant to Section 9 of the Plan, the effective date of a Transaction; provided, however, that the Committee has provided Optionee with a reasonable period of notice prior to the effective date of such Transaction in which to exercise Options that have then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV

EXERCISE OF OPTIONS

Section 4.1 - - Person Eligible to Exercise

Except as provided in the Management Stockholder’s Agreement, during the lifetime of the Optionee, only he may exercise an Option or any portion thereof.  After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

Section 4.2 - - Partial Exercise

Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only.

Section 4.3 - Manner of Exercise [Refer to “A Guide to the Amphenol Corporation Stock Option Plan” for new instructions regarding Manner of Exercise]

An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

(a)  Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

(b)  Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised;

(c)  A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations;

(d)  Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations;

(e)  In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option.

Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares.  Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein.  The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Section 4.4 - - Conditions to Issuance of Stock Certificates

The shares of stock deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company.  Such shares shall be validly issued, fully paid and nonassessable.  The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

(a)  The obtaining of approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

(b)  The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Section 4.5 - - Rights as Stockholder

The holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued by the Company to such holder.

ARTICLE V

MISCELLANEOUS

Section 5.1 – Administration   [Committee has retained Salomon Smith Barney to provide administrative assistance]

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.  No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options.  In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 5.2 - - Options Not Transferable

Except as provided in the Management Stockholder’s Agreement, neither the Options nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

Section 5.3 - - Shares to Be Reserved

The Company shall at all times during the term of the Options reserve and keep available such number of shares of stock as will be sufficient to satisfy the requirements of this Agreement.

Section 5.4 – Notices  [Refer to “A Guide to the Amphenol Corporation Stock Option Plan” for additional information on providing notices under the term of the Agreement]

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at the address given beneath his signature hereto.  By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him.  Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4.  Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service, or when sent by overnight delivery or telecopy.

Section 5.5 - - Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.6 - - Applicability of Plan and Management Stockholder’s Agreement

The Options and the shares of Common Stock issued to the Optionee upon exercise of the Options shall be subject to all of the terms and provisions of the Plan and the Management Stockholder’s Agreement, to the extent applicable to the Options and such shares.  In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.  In the event of any conflict between this Agreement or the Plan and the Management Stockholder’s Agreement, the terms of the Management Stockholder’s Agreement shall control.

Section 5.7 - - Amendment

This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement.

Section 5.8 - - Governing Law

The laws of the State of Delaware (or if the Company reincorporates in another state, the laws of that state) shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

Section 5.9 - - Jurisdiction

Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, as the Company may elect in its sole discretion, and the Optionee hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment.  The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.  No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority.  The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.  The Optionee hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

	AMPHENOL CORPORATION
	By
		Martin H. Loeffler
		Chairman, President & CEO
OPTIONEE:
[Name}
Address
[Name] Taxpayer
Identification Number

Copies of completed and executed Non-Qualified Option Agreements may be obtained from the Company’s Legal Department.  A written request should be mailed or faxed to the Company’s General Counsel at 203/265-8628.

EX-10.52

Exhibit 10.52

[FORM OF] SALE PARTICIPATION AGREEMENT

(DATE)

[NAME]

[ADDRESS]

Dear [NAME]:

You have entered into a Management Stockholder’s Agreement, dated as of [DATE] between Amphenol Corporation, a Delaware corporation (“the Company”), and you (the “Stockholder’s Agreement”) relating to your ownership and/or purchase of shares of the Class A Common Stock, par value $.001 per share (the “Common Stock”) of the Company.  The undersigned, KKR Partners II, L.P., a Delaware limited partnership (“KKR Partners”), NXS Associates, L.P., a Delaware limited partnership (“Associates”), KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”), and NXS I, L.L.C., a Delaware limited liability company (“NXS LLC”), also have acquired shares of Common Stock of the Company and hereby agree with you as follows, effective upon the Effective Time of the Merger (as defined in the Stockholder’s Agreement) or, in the event that you entered into such Stockholder’s Agreement subsequent to the Effective Time of the Merger, upon the purchase of Common Stock by you:

1.  In the event that at any time KKR Partners, Associates, KKR 1996 or NXS LLC, as the case may be (each, a “Selling Party” and collectively, the “Selling Parties”), proposes to sell for cash or any other consideration any shares of Common Stock of the Company owned by it, in any transaction other than a Qualified Public Offering (as defined in the Stockholder’s Agreement) or a sale to an affiliate of KKR Partners, Associates, KKR 1996 or NXS LLC, as the case may be, the Selling Party will notify you or your Management Stockholder’s Estate or Management Stockholder’s Trust (as such terms are defined in Section 2 of the Stockholder’s Agreement), as the case may be, in writing (a “Notice”) of such proposed sale (a “Proposed Sale”) and the material terms of the Proposed Sale as of the date of the Notice (the “Material Terms”) promptly, and in any event not less than 15 days prior to the consummation of the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the “Sale Agreement”).  If within 10 days of your or your Management Stockholder’s Estate’s or Management Stockholder’s Trust, as the case may be, receipt of such Notice the Selling Party receives from you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, a written request  (a “Request”) to include Common Stock held pursuant to the Stockholder’s Agreement by you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, in the Proposed Sale (which Request shall be irrevocable unless (a) there shall be a material adverse change in the Material Terms or (b) if otherwise mutually agreed to in writing by you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, and the Selling Party), the Common Stock so held by you will be so included as provided herein; provided that only one

Request, which shall be executed by you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, may be delivered with respect to any Proposed Sale for all Common Stock held by you or your Management Stockholder’s Estate or Management Stockholder’s Trust.  Any Common Stock held by you or by your Management Stockholder’s Estate or Management Stockholder’s Trust which is not subject to the terms and conditions of the Stockholder’s Agreement shall not be included in any Proposed Sale, and references to Common Stock herein shall be construed accordingly.  Promptly after the consummation of the transactions contemplated thereby, the Selling Party will furnish you, your Management Stockholder’s Trust or your Management Stockholder’s Estate with a copy of the Sale Agreement, if any.  In the event that KKR Partners and any or all of Associates, KKR 1996 and/or NXS LLC propose to sell shares of Common Stock in the Proposed Sale, the term “Selling Partnership” shall refer only to Associates, KKR 1996 and/or NXS LLC, as the case may be, and not to KKR Partners.

2.  The number of shares of Common Stock which you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, will be permitted to include in a Proposed Sale pursuant to a Request will be the lesser of (a) the sum of the number of shares of Common Stock then owned by you or your Management Stockholder’s Estate or Management Stockholder’s Trust (and held pursuant to the Stockholder’s Agreement), as the case may be, plus all shares of Common Stock which you are then entitled to acquire under an unexercised Option (as defined in the Stockholder’s Agreement) to purchase shares of Common Stock, to the extent such Option is then vested or would become vested as a result of the consummation of the Proposed Sale and (b) the sum of the shares of Common Stock then owned by you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, plus all shares of Common Stock which you are entitled to acquire under an unexercised Option to purchase shares of Common Stock, whether or not fully vested, multiplied by a percentage calculated by dividing the aggregate number of shares proposed to be sold in the Proposed Sale by the total number of shares of Common Stock (x) owned by all parties who have rights pursuant to this Agreement and any other Sale Participation Agreement with respect to the Common Stock of the Company and (y) KKR Partners, Associates, KKR 1996 and NXS LLC.  If one or more holders of shares of Common Stock who have been granted the same rights granted to you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, hereunder elect not to include the maximum number of shares of Common Stock which such holders would have been permitted to include in a Proposed Sale (the “Eligible Shares”), KKR Partners, Associates or NXS LLC, KKR 1996 or NXS LLC, or such remaining holders of shares of Common Stock, or any of them, may sell in the Proposed Sale a number of additional shares of Common Stock owned by any of them equal to their pro rata portion of the number of Eligible Shares not included in the Proposed Sale, based on the relative number of shares of Common Stock then held by each such holder, and such additional shares of Common Stock which any such holder or holders propose to sell shall not be included in any calculation made pursuant to the first sentence of this Paragraph 2 for the purpose of determining the number of shares of Common Stock which you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, will be permitted to include in a Proposed Sale.  KKR Partners, Associates, KKR 1996 and NXS LLC, or any of them, may sell in the Proposed Sale additional shares of Common Stock owned by any of them equal to any remaining Eligible Shares which will not be included in the Proposed Sale pursuant to the foregoing.

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3.  Except as may otherwise be provided herein, shares of Common Stock subject to a Request will be included in a Proposed Sale pursuant hereto and in any agreements with purchasers relating thereto on the same terms and subject to the same conditions applicable to the shares of Common Stock which the Selling Party proposes to sell in the Proposed Sale.  Such terms and conditions shall include, without limitation:  the sales price; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information requested by the Selling Party; and the provision of requisite indemnifications; provided that any indemnification provided by you, your Management Stockholder’s Estate or your Management Stockholder’s Trust shall be pro rata in proportion with the number of shares of Common Stock to be sold.

4.  Upon delivering a Request, you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, will, if requested by the Selling Party, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Selling Party with respect to the shares of Common Stock which are to be sold by you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, pursuant hereto (a “Custody Agreement and Power of Attorney”).  The Custody Agreement and Power of Attorney will provide, among other things, that you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as your or your Management Stockholder’s Estate’s or Management Stockholder’s Trust’s, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on your or your Management Stockholder’s Estate’s or Management Stockholder’s Trust’s, as the case may be, behalf with respect to the matters specified therein.

5.  Your or your Management Stockholder’s Estate’s or Management Stockholder’s Trust’s, as the case may be, right pursuant hereto to participate in a Proposed Sale shall be contingent on your or your Management Stockholder’s Estate’s or Management Stockholder’s Trust’s, as the case may be, strict compliance with each of the provisions hereof and your or your Management Stockholder’s Estate’s or Management Stockholder’s Trust’s, as the case may be, willingness to execute such documents in connection therewith as may be reasonably requested by the Selling Party.

6.  In the event of a Proposed Sale pursuant to Section 1 hereof, the Selling Party may elect, by so specifying in the Notice, to require you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, to, and you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, will, participate in such Proposed Sale in accordance with the terms and provisions of Section 2, 3 and 4 hereof.

7.  The obligations of KKR Partners, Associates, KKR 1996 and NXS LLC hereunder shall extend only to you or your Management Stockholder’s Estate or Management Stockholder’s Trust, as the case may be, and no other of your or your Management Stockholder’s Estate’s or Management Stockholder’s Trust’s, as the case may be, successors or assigns shall have any rights pursuant hereto.

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8.     This Agreement shall terminate and be of no further force and effect on the fifth anniversary of the first occurrence of a Public Offering (as defined in the Stockholder’s Agreement).

9.     All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered to the party to whom it is directed:

(a) If to KKR Partners, Associates, KKR 1996 or NXS LLC, to it at the following address:

c/o Kohlberg Kravis Roberts & Co.

2800 Sand Hill Road

Suite 200

Menlo Park, California  94025

Attn:  Michael Michelson

with a copy to:

Simpson Thacher & Bartlett

425 Lexington Avenue

New York, New York  10017

Attn:  Charles I. Cogut, Esq.

(b) If to you, to you at the address first set forth above herein;

(c) If to your Management Stockholder’s Estate or Management Stockholder’s Trust, at the address provided to such parties by such entity;

or at such other address as any of the above shall have specified by notice in writing delivered to the others by certified mail, overnight delivery or telecopy.

10.   The laws of the State of Delaware (or if the Company reincorporates in another state, of that state) shall govern the interpretation, validity and performance of the terms of this Agreement. No suit, action or proceeding with respect to this Agreement may be brought in any court or before any similar authority other than in a court of competent jurisdiction in the States of Delaware (or if the Company reincorporates in another state, of that state) or New York, as the Selling Parties may elect in their sole discretion, and you hereby submit to the non-exclusive jurisdiction of such courts for the purpose of such suit, proceeding or judgment.  You hereby irrevocably waive any right which you may have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority.  You hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.

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11.  If KKR Partners, Associates, KKR 1996 or NXS LLC transfers its interest in the Company to an affiliate of KKR Partners, Associates, KKR 1996 or NXS LLC, as the case may be, such affiliate shall assume the obligations hereunder of KKR Partners, Associates, KKR 1996 or NXS LLC, as the case may be.

12.  Notwithstanding any other provision of this Agreement, neither the general partner nor the limited partners, nor any future general or limited partner of any of KKR Partners, Associates or KKR 1996, nor any member or managing member of NXS LLC, shall have any personal liability for performance of any obligation of such entity under this Agreement.

It is the understanding of the undersigned that you are aware that no Proposed Sale presently is contemplated and that such a sale may never occur.

If the foregoing accurately sets forth our agreement, please acknowledge your acceptance thereof in the space provided below for that purpose.

Very truly yours,
KKR PARTNERS II, L.P.
By:		KKR Associates (Strata) L.P.,
	its General Partner
By:
By:		Strata L.L.C.,
		Its General Partner
By:
Name:
Title:
NXS ASSOCIATES, L.P.
By:		KKR Associates (NXS) L.P.,
		its General Partner
By:		KKR-NXS L.L.C.,
		its General Partner
By:
		Member

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	KKR 1996 FUND L.P.
	By:	KKR Associates 1996 L.P.,
		its General Partner,
	By:	KKR 1996 GP LLC,
		its General Partner
	By:
		Member
	NXS I, L.L.C
	By:	KKR 1996 Fund, L.P.,
		its Member
	By:	KKR Associates 1996 L.P.,
		its General Partner,
	By:	KKR 1996 GP L.L.C,
		its General Partner
	By:
		Member
Accepted and agreed to:
By
(Name)

6

EX-10.53

Exhibit 10.53

[FORM OF] 2000 MANAGEMENT STOCKHOLDER’S AGREEMENT

WHEREAS, this Management Stockholder’s Agreement (this “Agreement”) is entered into as of the Grant Date (the “Base Date”) between Amphenol Corporation, a Delaware Corporation (the “Company”), and the Optionee (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”).

WHEREAS, the Company has granted (and in the future may make additional grants to) certain key employees of the Company (including the Management Stockholder) options to purchase shares of the Company’s common stock (the “Common Stock”) at a fixed exercise price per share (the “Base Price”) pursuant to the terms of the Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol Corporation and Subsidiaries (the “Option Plan”) and the related 2000 Non-Qualified Stock Option Agreement (any and all grants under the Option Plan are hereinafter referred to as the “2000 Options”).

WHEREAS, this Agreement is one of several agreements (“Other Management Stockholders’ Agreements”) which have been, or which in the future will be, entered into between the Company and other individuals who are or will be key employees of the Company or one of its subsidiaries (collectively, the “Other Management Stockholders”).

NOW THEREFORE, to implement the foregoing and in consideration of the grant of the Options and of the mutual agreements contained herein, the Parties agree as follows:

1.Common Stock; Issuance of Options.

(a)The Company shall have no obligation to sell any Common Stock upon the exercise of an Option to Purchase or otherwise to any person who is a resident or citizen of a state or other jurisdiction in which the sale of Common Stock to him or her would constitute a violation of the securities or “blue sky” laws of such jurisdiction.

(b)Subject to the terms and conditions hereinafter set forth as of the Base Date (which Base Date shall be different for future option awards, if any), the Company shall issue to the Management Stockholder the Option to Purchase (as set forth in the applicable Certificate of Stock Option Grant) and the Optionee shall accept the applicable Non-Qualified Stock Option Agreement as a precondition to the effectiveness of the Option to Purchase.

2.Management Stockholder’s Representations, Warranties and Agreements.

(a)The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a “transfer”) any of the Common Stock issuable upon exercise of the 2000 Options (the “Option Stock”) unless such transfer complies with Section 3 of this Agreement.  If the Management Stockholder is an affiliate (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an “Affiliate”), the Management Stockholder also agrees and

acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the “Act”), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction.  Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Sections 4, 8 or 9 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the “Management Stockholder’s Estate”) or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a “Management Stockholder’s Trust”) provided that such transfer is made expressly subject to this Agreement.

The certificate (or certificates) representing the Stock shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE 2000 MANAGEMENT STOCKHOLDER’S AGREEMENT BETWEEN AMPHENOL CORPORATION (“THE COMPANY”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).”

(b)The Management Stockholder acknowledges that (i) the Company has caused a Registration Statement on Form S-8 covering shares of Common Stock to be issued pursuant to the exercise of options under the 2000 Option Plan to be filed effective April 19, 2002, (ii) a restrictive legend in the form heretofore set forth shall be placed on any certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company and the representatives of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company’s transfer agent with respect to the Stock.  If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Option Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of any investment in the Option Stock unless it is subsequently registered under the Act or an exemption from such

registration is available, (2) when and if shares of the Option Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule or (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act.

(c)If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the “SEC”).

(d)The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company.

3.Restriction on Transfer

Except for transfers permitted (a) by clauses (x), (y) and (z) of Section 2(a), (b) by a sale of shares of Stock pursuant to an effective registration statement under the Act filed by the Company, and (c) pursuant to the Sale Participation Agreement dated as of June 6, 2000 (the “2000 Sales Participation Agreement”), the Management Stockholder agrees that he will not transfer any shares of the Stock at any time prior to June 6, 2005.  No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void and of no effect.  Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 3 shall lapse and be of no further force and effect upon the occurrence of a Control Event.  For purposes of this Section 3, a “Control Event” shall be deemed to have occurred at such time as (i) a person or group that is not the Partnership and NXS (as hereinafter defined), or an affiliate of the Partnership or NXS, holds a greater percentage of the total outstanding shares of the Company (on a fully diluted basis) than that held by the Partnership and NXS (and any of their affiliates) and (ii) a person or group that is not the Partnership, NXS (and any of their affiliates) has the ability to elect more members of the Board of Directors of the Company than the Partnership, NXS or any of their affiliates.

4.The Management Stockholder’s Sale of Stock and 2000 Options Upon The Management Stockholder’s Retirement, Death or Disability or in Case of Certain Terminations of Employment.

Except as otherwise provided herein, Management Stockholder may not sell or transfer any Stock prior to June 6, 2005 unless (i) the Management Stockholder has retired from the Company or its subsidiary at age 65 or over (or such other age as may be approved by the

Compensation Committee of the Board of Directors of the Company), or (ii) the Management Stockholder dies, or (iii) the Management Stockholder becomes permanently disabled.  In such instances the Management Stockholder, the Management Stockholder’s Estate or a Management Stockholder’s Trust, as the case may be, shall have the right to sell all or any portion of the shares of Stock then held by the Management Stockholder, the Management Stockholder’s Estate and/or the Management Stockholder’s Trust, as the case may be in an open market transaction free of any continuing restrictions under this Agreement. For purposes of this Agreement, the Management Stockholder shall be deemed to have a “permanent disability” if the Management Stockholder is unable to engage in the activities required by the Management Stockholder’s job by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

5.Definitions

(a)For purposes of this Agreement the following definitions shall apply:  “Cause” shall mean (i) the Management Stockholder’s willful and continued failure to perform Management Stockholder’s duties with respect to the Company or its subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to Management Stockholder by the Company or (ii) misconduct by Management Stockholder involving (x) dishonesty or breach of trust in connection with Management Stockholder’s employment or (y) conduct which would be a reasonable basis for an indictment of Management Stockholder for a felony or for a misdemeanor involving moral turpitude or (z) which the Committee determines is likely to result in a demonstrable injury to the Company; and “Good Reason” shall mean (i) reduction in Management Stockholder’s base salary (other than a broad based salary reduction program affecting many members of management), (ii) a substantial reduction in Management Stockholder’s duties and responsibilities other than as approved by the Chief Executive Officer of the Company as of the date of this Agreement, (iii) the elimination or reduction of the Management Stockholder’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, or (iv) a transfer of the Management Stockholder’s primary workplace by more than fifty (50) miles form the workplace as of the date hereof.

(b)For purposes of this Agreement, the KKR 1996 Fund L.P., a Delaware limited partnership shall mean the “Partnership” and NXS Associates, L.P., a Delaware limited partnership shall mean “NXS”.

6.Continuing Effectiveness of Agreement

(a)The Company may from time to time grant to the Management Stockholder additional options under the 2000 Option Plan to purchase shares of Common Stock at a different Base Price.  Unless agreed otherwise any and all option awards after May 1, 2002 under the 2000 Option Plan shall be subject to the terms and conditions of this Agreement.

7.The Company’s Representations and Warranties.

(a)The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and

(ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

(b)The Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC.  Notwithstanding anything contained in this Section 7(b), the Company may de-register under Section 12 of the Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available.  Nothing in this Section 7(b) shall be deemed to limit in any manner the restrictions on sales of Stock otherwise contained in this Agreement.

8.“Piggyback” Registration Rights.

(a)The Company will promptly notify the Management Stockholder (a “Notice”) of any proposed registration (a “Proposed Registration”) in connection with any offering of shares of Common Stock held by the Partnership or NXS or their affiliates.  If within 2 business days of the receipt by the Management Stockholder of such Notice, the Company receives from the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust a written request (a “Request”) to register and sell shares of Stock held by the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust (which Request to register and sell will be irrevocable regardless of the final offering price and underwriters discounts, unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered and sold as provided in this Section 8; provided, however, that for each such registration statement only one Request, which shall be executed by the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust, as the case may be, may be submitted for all registrable securities held by the Management Stockholder, the Management Stockholder’s Estate or the Management Stockholder’s Trust.

(b)The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder (which for purposes of this subparagraph (b) shall include shares held by the Management Stockholder’s Estate or a Management Stockholder’s Trust), including all shares of Stock which the Management Stockholder is then entitled to acquire under an unexercised Option to the extent then vested and exercisable or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Management Stockholders) as more fully described in subsection (c) of this Section 8 or (iii) the maximum number of shares which the Management Stockholder and all Other Management Stockholders (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested be registered) are permitted to register under the 2000 Registration Rights Agreement.

(c)If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered to the public as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling stockholders, including without limitation, the Management Stockholder and Other Management Stockholders, have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting selling stockholders on the basis of the relative number of shares of Stock then held by each such selling stockholders (provided that any shares thereby allocated to any such selling stockholders that exceed such selling stockholder’s request will be reallocated among the remaining requesting selling stockholders in a like manner).

(d)Upon delivering a Request, the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 8 (a “Custody Agreement and Power of Attorney”).  The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein.

(e)The Management Stockholder agrees that he or she will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 8.

(f)Notwithstanding anything herein to the contrary, the Committee acting in its sole discretion may elect not to notify any Management Stockholder of a Proposed Registration or may elect not to include any Management Stockholder’s Stock in the Proposed Registration notwithstanding Management Stockholder’s Request and absent an indication from the managing underwriters that inclusion of such Management Stockholder’s Stock in the Proposed Registration will have an adverse effect on the offering; provided however that should the Committee elect not to provide notice of a Proposed Registration to such Management Stockholder or not to include any such Stock in the Proposed Registration, the Committee shall cause the Company to offer to purchase such Stock from any such Management Stockholder at the price that the Management Stockholder would have received had he received notice of and/or elected to participate in the Proposed Registration.

9.Rights to Negotiate Purchase.

Nothing in this Agreement shall be deemed to restrict or prohibit the Company from purchasing shares of Stock or 2000 Options from the Management Stockholder, at any time, upon such terms and conditions, and for such price, as may be mutually agreed upon between the Parties.

10.Notice of Change of Beneficiary.

Immediately prior to any transfer of Stock to a Management Stockholder’s Trust, the Management Stockholder shall provide the Company with a copy of the instruments creating the Management Stockholder’s Trust and with the identity of the beneficiaries of the Management Stockholder’s Trust.  The Management Stockholder shall notify the Company immediately prior to any change in the identity of any beneficiary of the Management Stockholder’s Trust.

11.Expiration of Certain Provisions.

The provisions contained in Sections 2(d), 3 and 4 of this Agreement, and the portion of any other provisions of this Agreement which incorporate the provisions of such Sections, shall terminate and be of no further force or effect upon (i) the sale of all or substantially all of the assets of the Company to a person or group that is not an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), (ii) an acquisition of voting stock of the Company resulting in more than 50% of the voting stock of the Company being held by a person or group that does not include KKR or any of its affiliates or (iii) the consummation of a merger, reorganization, business combination or liquidation of the Company, but only if such merger, reorganization, business combination or liquidation results in the Partnership or NXS or any affiliate or affiliates thereof, together no longer having the power (a) to elect a majority of the Board of Directors of the Company or such other corporation which succeeds to the Company’s rights and obligations pursuant to such merger, reorganization, business combination or liquidation, or (B) if the resulting entity of such merger, reorganization, business combination or controlling the operations and business of the resulting entity.  Such provisions and the portion of any other provisions of this Agreement which incorporate such provisions shall also terminate and be of no further force and effect if the Management Stockholder’s employment is terminated.

12.Recapitalizations, etc.

The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the 2000 Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the 2000 Options, by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

13.Management Stockholder’s Employment by the Company.

Nothing contained in this Agreement or in any other agreement entered into by the Company and the Management Stockholder contemporaneously with the execution of this

Agreement (i) obligates the Company or any subsidiary of the Company to employ the Management Stockholder in any capacity whatsoever or (ii) prohibits or restricts the Company (or any such subsidiary) from terminating the employment of the Management Stockholder at any time or for any reason whatsoever, with or without Cause, and the Management Stockholder hereby acknowledges and agrees that neither the Company nor any other person has made any representations or promises whatsoever to the Management Stockholder concerning the Management Stockholder’s employment or continued employment by the Company or any subsidiary of the Company.

14.State Securities Laws.

The Company hereby agrees to use its best efforts to comply with all state securities or “blue sky” laws which might be applicable to the sale of the Stock and the issuance of the 2000 Options to the Management Stockholder.

15.Binding Effect.

The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.  In the case of a transferee permitted under Section 2(a) hereof, such transferee shall be deemed the Management Stockholder hereunder; provided, however, that no transferee (including without limitation, transferees referred to in Section 2(a) hereof) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a valid undertaking and becomes bound by the terms of this Agreement.

16.Amendment

This Agreement may be amended only by a written or electronic instrument signed or accepted by the Parties hereto.

17.Applicable Law.

The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law.  Any suit, action or proceeding against the Management Stockholder, with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of Connecticut, and the Management Stockholder hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment.  By the execution and delivery of this Agreement, the Management Stockholder appoints The Corporation Trust Company, at its office in Wilmington, Delaware, as the case may be, as his agent upon which process may be served in any such suit, action or proceeding.  Service of process upon such agent, together with notice of such service given to the Management Stockholder in the manner provided in Section 20 hereof, shall be deemed in every respect effective service of process upon him in any suit, action or proceeding.  Nothing herein shall in any way be deemed to limit the ability of the Company to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Management Stockholder, in such other jurisdictions and in such manner, as may be permitted by applicable law.  The Management

Stockholder hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Connecticut, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.  No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Connecticut, and the Management Stockholder hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority.  The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, or proceeding.  Each Party hereto hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.

18.Miscellaneous.

In this Agreement (i) all references to “dollars” or “$” are to United States dollars and (ii) the word “or” is not exclusive.  If any provision of this Agreement shall be declared illegal, void or unenforceable by any court of competent jurisdiction, the other provisions shall not be affected, but shall remain in full force and effect.

19.Notices.

All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered by hand (whether by overnight courier or otherwise) or sent by overnight delivery or telecopy, to the Party to whom it is directed.  In addition, the Company or the Company’s representatives may also provide the Management Stockholder with notice via an appropriate email communication.

(a)If to the Company, to it at the following address:

Amphenol Corporation

358 Hall Avenue

Wallingford, Connecticut 06492

Attn:  Martin Loeffler

Phone: (203) 265-8730

Fax:     (203) 265-8628

with a copy to:

c/o Kohlberg Kravis Roberts & Co.

2800 Sand Hill Road Suite 200

Menlo Park, California 94025

Attn:  Michael Michelson

Phone:  (650) 233-6560

Fax:      (650) 233-6554

(b)If to the Management Stockholder, to him or her at the address (including email address) set forth in the records of the Company;

or at such other address as either Party shall have specified by notice in writing to the other.

20.Covenant Not to Compete; Confidential Information.

(a)In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees that for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the “Noncompete Period”), the Management Stockholder shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management Stockholder’s employment with the Company or any of its subsidiaries.

(b)In the event that the Management Stockholder’s employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then as additional required consideration for the Management Stockholder’s covenant not to compete, the Company shall pay the Management Stockholder salary continuation in an amount equal to 50% of such Management Stockholder’s base salary on the date of the termination of the Management Stockholder’s employment for the Noncompete Period.  In the event that the Management Stockholder’s employment with the Company or any of its subsidiaries is terminated by the Management Stockholder without Good Reason or by the Company with Cause, then the Company shall not be required to pay the Management Stockholder any additional consideration for the Management Stockholder’s covenant not to compete.

(c)At the Company’s option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder’s employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company agrees to continue to pay the Management Stockholder salary continuation an amount equal to 50% of the Management Stockholder’s base salary.  Each amount referred to in the preceding two paragraphs shall be paid in installments in a manner consistent with the then current salary payment policies of the Company.  For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise.  During the Noncompete Period the Management Stockholder shall be free to work in any employment approved by the Chief Executive Officer of the Company which approval shall not be unreasonably withheld.  Such approved employment shall not serve to reduce any payments that the Management Stockholder is receiving pursuant to this provision.

(d)The Management Stockholder will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management Stockholder’s performance of duties, if any, assigned to the Management Stockholder by the Company.  As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating

systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers, vendors and clients and customer, vendors or client lists, (x) personnel information, (xi) other copyrightable works, (xii) all technology and trade secrets, and (xiii) all similar and related information in whatever form.  Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder proposes to disclose or use such information.  The Management Stockholder acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder while employed by the Company or its subsidiaries belong to the Company.  The Management Stockholder will perform all actions reasonably requested by the Company (whether during or after employment with the Company or the Noncompete Period) to establish and confirm such ownership at the Company’s expense (including without limitation assignments, consents, powers of attorney and other instruments).  If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

(e)Notwithstanding clauses (a), (b), (c) and (d) above, if at any time a court holds that the restrictions stated in such clauses (a), (b), (c) and (d) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area.  Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement.  In the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).

EX-10.54

Exhibit 10.54

[FORM OF] 2000 NON-QUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT, dated as of the Grant Date, is made by and between AMPHENOL CORPORATION a Delaware corporation (hereinafter referred to as the “Company”), and the holder of the Certificate of Stock Option Grant, an employee of the Company or a Subsidiary (as defined below) (hereinafter referred to as “Optionee”).

WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its Class A Common Stock, par value $.001 per share (the “Common Stock”) as indicated in the Certificate of Stock Option Grant;

WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee (as hereinafter defined), appointed to administer the Plan, has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the Non-Qualified Option to Purchase provided for herein to the Optionee as an incentive for increased efforts during his or her employment with the Company or its Subsidiaries, and has advised the Company thereof and instructed the Company to cause it representatives to issue the Certificate of Stock Option Grant;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

Section 1.1- Affiliate

“Affiliate” shall mean, with respect to the Company or KKR (as hereinafter defined), any corporation or entity directly or indirectly controlling, controlled by, or under common control with, the Company or KKR.

Section 1.2- Cause

“Cause” shall mean, (i) the Optionee’s willful and continued failure to perform his or her duties with respect to the Company or its Subsidiaries which continues beyond 10 days after notice is provided to the Optionee by the Company or (ii) misconduct by the Optionee (x) involving dishonesty or breach of trust in connection with Optionee’s employment, (y) which would be a reasonable basis for an indictment of the Optionee of a felony or a misdemeanor involving moral turpitude or (z) which the Committee determines is likely to result in a demonstrable injury to the Company.

Section 1.3 - Change of Control

“Change of Control” shall mean (i) a sale of all or substantially all of the assets of the Company to a Person who is not an Affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), (ii)  an acquisition of voting stock of the Company resulting in more than 50% of the voting stock of the Company being held by a Person or Group that does not include KKR or any of its Affiliates or (iii) the consummation of a merger, reorganization, business combination or liquidation of the Company, but only if such merger, reorganization, business combination or liquidation results in the KKR 1996 Fund L.P., a Delaware limited partnership (the “Partnership”) or NXS Associates L.P., or any affiliates or affiliates thereof, together no longer having power (A) to elect a majority of the Board of Directors of the Company or such other corporation which succeeds to the Company’s rights and obligation pursuant to such merger, reorganization, business combination or liquidation, or (B) if the resulting entity of such merger, reorganization, business combination or liquidation is not a corporation, to select the general partner(s) or other persons or entities controlling the operations and business of the resulting entity.  See 3.1(a) for application of Change of Control.

Section  1.4 - Code

“Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 1.5- Committee

“Committee” shall mean the Compensation Committee of the Board of Directors of the Company.

Section 1.6 - Good Reason

“Good Reason” shall mean (i) a reduction in Optionee’s base salary (other than a broad based salary reduction program affecting many members of management), (ii) a substantial reduction in Optionee’s duties and responsibilities other than as approved by the Chief Executive Officer of the Company as of the date of this Agreement, (iii) the elimination or reduction of the Optionee’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, or (iv) a transfer of the Optionee’s primary workplace by more than fifty (50) miles from the workplace as of the date hereof.

Section 1.7 - Grant Date

“Grant Date” shall mean the date as of which the Option to Purchase provided for in this Agreement was granted.

Section 1.8 - Group

“Group” means two or more Persons acting together as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company.

Section 1.9 - Management Stockholder’s Agreement

“Management Stockholder’s Agreement” shall mean the 2000 Management Stockholder’s Agreement, between the Optionee and the Company.

Section 1.10 - Option to Purchase

“Option to Purchase” shall mean the non-qualified option to purchase Common Stock granted under the Certificate of Stock Option Grant.

Section 1.11 - Permanent Disability

The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by the Optionee’s job by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

Section 1.12 - Person

“Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Section 1.13 - Plan

“Plan” shall mean The Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries.

Section 1.14 - Pronouns

The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

Section 1.15 - Retirement

“Retirement” shall mean retirement at age 65 or over (or such other age as may be approved by the Compensation Committee of the Board of Directors of the Company) after having been employed by the Company or a Subsidiary for at least three years after the Grant Date.

Section 1.16 - Secretary

“Secretary” shall mean the Secretary or an Assistant Secretary of the Company.

Section 1.17 - Subsidiary

“Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations, or group of commonly controlled corporations (other than the last corporation in the unbroken chain), then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Section 1.18 - Trigger Date

“Trigger Date” shall mean the date hereof.

ARTICLE II

GRANT OF OPTION TO PURCHASE

Section 2.1 - Grant of Option to Purchase

For good and valuable consideration, on and as of the Grant Date hereof the Company irrevocably grants to the Optionee, subject to Section 2.4, an Option to Purchase any part or all of an aggregate of shares of its $.001 par value Class A Common Stock as indicated in the Certificate of Stock Option Grant upon the terms and conditions set forth in this Agreement.

Section 2.2 - “Grant Price”

Subject to Section 2.4, the exercise price of the shares of stock covered by the Option to Purchase (the “Option to Purchase Grant Price”) shall be as indicated in the Certificate of Stock Option Grant per share without commission or other charge.

Section 2.3 - No Right to Employment

Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause.

Section 2.4 - Adjustments in Option to Purchase Pursuant to Merger, Consolidation, etc.

Subject to Section 9 of the Plan, in the event that the outstanding shares of the stock subject to an Option to Purchase are, from time to time, changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an adjustment in the number and kind of shares and/or the amount of consideration as to which or for which, as the case may be, such Option to Purchase, or portions thereof then unexercised, shall be exercisable, in such manner as the Committee determines is reasonably necessary to maintain as nearly as practicable the rights, benefits and obligations that the parties would have had absent such event.  Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

ARTICLE III

PERIOD OF EXERCISABILITY

Section 3.1 - Commencement of Exercisability

(a)  an Option to Purchase shall become exercisable as follows:

	Percentage of Option to Purchase
Date Option to Purchase	Shares Granted As to Which
Becomes Exercisable	Option to Purchase Is Exercisable
After the first anniversary of the Trigger Date	20	%
After the second anniversary of the Trigger Date	40	%
After the third anniversary of the Trigger Date	60	%
After the fourth anniversary of the Trigger Date	80	%
After the fifth anniversary of the Trigger Date	100	%

Notwithstanding the foregoing, (x) no Option to Purchase shall become exercisable prior to the time the Plan is approved by the Company’s stockholders, and (y) subject to the immediately preceding clause (x), the Option to Purchase shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Option to Purchase immediately prior to a Change of Control (but only to the extent such Option to Purchase have not otherwise terminated or become exercisable).  The sale or disposition of a division, business segment or Subsidiary of the Company shall not cause an Option to Purchase to become immediately exercisable.  Pursuant to the authority granted to it in Section 5.1, the Committee shall decide what, if any, Option to Purchase shall become exercisable and when any such Option to Purchase must be exercised upon the sale or disposition of a division, business segment or Subsidiary of the Company.

(b)  Notwithstanding the foregoing, no Option to Purchase shall become exercisable as to any additional shares of Common Stock following the termination of employment of the Optionee for any reason other than a termination of employment because of death, Retirement or Permanent Disability of the Optionee, and any Option to Purchase (other than as provided in the next succeeding sentence) which is non-exercisable as of the Optionee’s termination of employment shall be immediately cancelled.  In the event of a termination of employment because of death, Retirement or Permanent Disability of the Optionee and provided that the Optionee has been employed for at least three years after June 6, 2000, all Option to Purchase

awarded hereunder shall become immediately exercisable.  If the Optionee has not been employed for such three-year period, then Option to Purchase shall not become exercisable for any additional shares of Common Stock.

Section 3.2 - “Grant Expiration Date”

The Option to Purchase may not be exercised to any extent by the Optionee after the first to occur of the following events:

(a) The tenth anniversary of the Grant Date; or

(b) The first anniversary of the date of the Optionee’s termination of employment by reason of death, Permanent Disability or Retirement.  For these purposes, termination of employment shall mean the date on which the Optionee ceases working for the Company or a Subsidiary of the Company or such later day as the Committee in their discretion deems to be appropriate; or

(c) 90 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement.  For these purposes, termination of employment shall mean the date on which the Optionee ceases working for the Company or a Subsidiary of the Company or such later day as the Committee in their discretion deems to be appropriate; or

(d) If the Committee so elects pursuant to Section 9 of the Plan, the effective date of a Transaction; provided, however, that the Committee has provided Optionee with a reasonable period of notice prior to the effective date of such Transaction in which to exercise Option to Purchase that have then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV

EXERCISE OF OPTION TO PURCHASE

Section 4.1 - Person Eligible to Exercise

Except as provided in the 2000 Management Stockholder’s Agreement, during the lifetime of the Optionee, only he or his personal legal representative may exercise an Option to Purchase or any portion thereof.  After the death of the Optionee, any previously exercised portion of an Option to Purchase may, prior to the time when an Option to Purchase becomes unexercisable under Section 3.2, be exercised or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

Section 4.2 - Partial Exercise

Any exercisable portion of an Option to Purchase or the entire Option to Purchase, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option to Purchase or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only.

Section 4.3 - Manner of Exercise

An Option to Purchase, or any exercisable portion thereof, may be exercised in the manner described in the Section titled “Exercising Your Stock Options” appearing in “A Guide to the Amphenol Corporation Stock Option Plan” appearing on the Company’s Client Home Page available through www.benefitaccess.com.

The Optionee may be asked to provide a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and

In the event the Option to Purchase or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option to Purchase.

Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option to Purchase does not violate the Act, and may issue stop-transfer orders covering such shares.  Share certificates evidencing stock issued on exercise of an Option to Purchase shall bear an appropriate legend referring to the provisions of the second paragraph above and the agreements herein.  The written representation and agreement referred to in the second paragraph above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Section 4.4 - Conditions to Issuance of Stock Certificates

The shares of stock deliverable upon the exercise of an Option to Purchase, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company.  Such shares shall be validly issued, fully paid and nonassessable.  The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of an Option to Purchase or portion thereof prior to fulfillment of all of the following conditions:

(a) The obtaining of approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary

or advisable; and

(b) The lapse of such reasonable period of time following the exercise of the Option to Purchase as the Committee may from time to time establish for reasons of administrative convenience.  Absent such a determination by the Committee, 20 business days shall be deemed to be a reasonable period of time.

Section 4.5 - Rights as Stockholder

The holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued by the Company to such holder.

ARTICLE V

MISCELLANEOUS

Section 5.1 - Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.  No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option to Purchase.  In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 5.2 - Option to Purchase Not Transferable

Except as provided in the Management Stockholder’s Agreement, neither the Option to Purchase nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

Section 5.3 - Shares to Be Reserved

The Company shall at all times during the term of the Option to Purchase reserve and keep available such number of shares of stock as will be sufficient to satisfy the requirements of this Agreement.

Section 5.4 - Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him or her at the address indicated in the records of the Company.  By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given.  Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice to the Secretary of the Company under this Section 5.4.  Any notice shall be hand delivered, delivered by overnight delivery or sent via confirmed telecopy.  Any notice to the Optionee may also be delivered via email by the Company or the Company’s representative to the email address of Optionee indicated in the records of the Company.

Section 5.5 - Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.6 - Applicability of Plan and Management Stockholder’s Agreement

The Option to Purchase and the shares of Common Stock issued to the Optionee upon exercise of the Option to Purchase shall be subject to all of the terms and provisions of the Plan and the Management Stockholder’s Agreement.  In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.  In the event of any conflict between this Agreement or the Plan and the Management Stockholder’s Agreement, the terms of the Management Stockholder’s Agreement shall control.

Section 5.7 - Amendment

This Agreement may be amended only by a later dated instrument accepted by the parties hereto which specifically states that it is amending this Agreement; provided however that the Committee in its reasonable discretion may unilaterally amend the Agreement if it determines that usch amendment would be beneficial to the Optionee.

Section 5.8 - Governing Law

The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

Section 5.9 - Jurisdiction

Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect thereof, may be brought in any court of competent jurisdiction in the State of Connecticut (or if the Company moves its corporate headquarters to another state, in that state), and the Optionee hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment.  The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Connecticut (or if the Company moves its

corporate headquarters to another state, in that state), and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.  No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Connecticut (or if the Company moves its corporate headquarters to another state, in that state), and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority.  The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.  The Optionee hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.

EX-10.55

Exhibit 10.55

[FORM OF] SALE PARTICIPATION AGREEMENT

Dear Optionee:

You have entered into a Management Stockholder’s Agreement, dated as of the Grant Date, between Amphenol Corporation, a Delaware corporation (“the Company”), and you (the “Stockholder’s Agreement”). In connection with the Stockholder’s Agreement, KKR Partners II, L.P., a Delaware limited partnership (“KKR Partners”), NXS Associates, L.P., a Delaware limited partnership (“Associates”), KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”), and NXS I, L.L.C., a Delaware limited liability company (“NXS LLC”) hereby agree with you as follows:

1.  Unless otherwise provided by a decision of the Compensation Committee of the Board of Directors of the Company acting pursuant to Section 8 of the Stockholder’s Agreement, in the event that at any time KKR Partners, Associates, KKR 1996 or NXS LLC, as the case may be (each, a “Selling Party” and collectively, the “Selling Parties”), proposes to sell any shares of Common Stock of the Company owned by it, in any transaction other than a sale to an affiliate of KKR Partners, Associates, KKR 1996 or NXS LLC, as the case may be, the Selling Party will promptly notify you or your Management Stockholder’s Estate or your Management Stockholder’s Trust (as such terms are defined in the Stockholder’s Agreement collectively hereinafter referred to as “Management Stockholder” or “you” or “your”), as the case may be, in writing (a “Notice”) of such proposed sale (a “Proposed Sale”) including the material terms of the Proposed Sale as of the date of the Notice (the “Material Terms”) and in any event such Notice will be provided not less than 10 business days prior to the consummation of the Proposed Sale and not more than 5 business days after the execution of the definitive agreement relating to the Proposed Sale, if any (the “Sale Agreement”).  If, within 2 business days of Management Stockholder’s receipt of such Notice, the Selling Party receives a written request (a “Request”) from you to include Common Stock held pursuant to the Stockholder’s Agreement by you in the Proposed Sale (which Request shall be irrevocable unless (a) there shall be a material adverse change in the Material Terms or (b) if otherwise mutually agreed to in writing by you, and the Selling Party), the Common Stock so held by you, except as may otherwise be provided by a decision of the Compensation Committee of the Board of Directors of the Company acting pursuant to Section 8 of the Stockholder’s Agreement, will be so included in the Proposed Sale as provided herein; provided that only one Request, which shall be executed by you, may be delivered with respect to any Proposed Sale for all Common Stock held by you.  Any Common Stock held by you which is not subject to the terms and conditions of the Stockholder’s Agreement shall not be included in any Proposed Sale, and references to Common Stock herein shall be construed accordingly.  Promptly after the consummation of the transactions contemplated thereby, the Selling Party will furnish you with a copy of the Sale Agreement, if any.  In the event that KKR Partners and any or all of Associates, KKR 1996 and/or NXS LLC propose to sell shares of Common Stock in the Proposed Sale, the term “Selling Partnership” shall refer only to Associates, KKR 1996 and/or NXS LLC, as the case may be, and not to KKR Partners.

2.The number of shares of Common Stock which you will be permitted to include in a Proposed Sale pursuant to a Request will be the lesser of (a) the sum of the number of shares of Common Stock then owned by you (and held pursuant to the Stockholder’s Agreement) plus all shares of Common Stock which you are then entitled to acquire under an unexercised Option (as defined in the Stockholder’s Agreement) to purchase shares of Common Stock, to the extent such Option is then vested or would become vested as a result of the consummation of the Proposed Sale and (b) the sum of the shares of Common Stock then owned by you plus all shares of Common Stock which you are entitled to acquire under an unexercised Option to purchase shares of Common Stock, whether or not fully vested, multiplied by a percentage calculated by dividing the aggregate number of shares proposed to be sold in the Proposed Sale by the total number of shares of Common Stock (x) owned by all parties who have rights pursuant to this Agreement and any other Sale Participation Agreement with respect to the Common Stock of the Company and (y) KKR Partners, Associates, KKR 1996 and NXS LLC.  If one or more holders of shares of Common Stock who have been granted the same rights granted to you hereunder elect not to include the maximum number of shares of Common Stock which such holders would have been permitted to include in a Proposed Sale (the “Eligible Shares”), KKR Partners, Associates or NXS LLC, KKR 1996 or NXS LLC, or such remaining holders of shares of Common Stock, or any of them, may sell in the Proposed Sale a number of additional shares of Common Stock owned by any of them equal to their pro rata portion of the number of Eligible Shares not included in the Proposed Sale, based on the relative number of shares of Common Stock then held by each such holder, and such additional shares of Common Stock which any such holder or holders propose to sell shall not be included in any calculation made pursuant to the first sentence of this Paragraph 2 for the purpose of determining the number of shares of Common Stock which you will be permitted to include in a Proposed Sale.  KKR Partners, Associates, KKR 1996 and NXS LLC, or any of them, may sell in the Proposed Sale additional shares of Common Stock owned by any of them equal to any remaining Eligible Shares which will not be included in the Proposed Sale pursuant to the foregoing.

3.Except as may otherwise be provided herein or in Section 8 of the Stockholder’s Agreement, shares of Common Stock subject to a Request will be included in a Proposed Sale pursuant hereto and in any agreements with purchasers relating thereto on the same terms and subject to the same conditions applicable to the shares of Common Stock which the Selling Party proposes to sell in the Proposed Sale.  Such terms and conditions shall include, without limitation:  the sales price; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information requested by the Selling Party; and the provision of requisite indemnifications; provided that any indemnification provided by you shall be pro rata in proportion with the number of shares of Common Stock to be sold.

4.Upon delivering a Request, you will, if requested by the Selling Party, execute and deliver a custody agreement and a power of attorney in form and substance satisfactory to the Selling Party with respect to the shares of Common Stock which are to be sold by you pursuant hereto (a “Custody Agreement and Power of Attorney”).  The Custody Agreement and Power of Attorney will provide, among other things, that you will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as your agent and attorney-in-fact with

full power and authority to act under the Custody Agreement and Power of Attorney on your behalf with respect to the matters specified therein.

5.Your right pursuant hereto to participate in a Proposed Sale shall be contingent on your strict compliance with each of the provisions hereof and your willingness to execute and deliver such documents in connection therewith as may be reasonably requested by the Selling Party.

6.In the event of a Proposed Sale pursuant to Section 1 hereof, the Selling Party may elect, by so specifying in the Notice, to require you to, and you will, participate in such Proposed Sale in accordance with the terms and provisions of Section 2, 3 and 4 hereof.

7.The obligations of KKR Partners, Associates, KKR 1996 and NXS LLC hereunder shall extend only to you or your Management Stockholder’s Estate or your Management Stockholder’s Trust, as the case may be, and no other successors or assigns shall have any rights pursuant hereto.

8.This Agreement shall terminate and be of no further force and effect on June 6, 2005.

9.All notices and other communications provided for herein shall be in writing or electronic form and shall be deemed to have been duly given when delivered to the party to whom it is directed:

(a)If to KKR Partners, Associates, KKR 1996 or NXS LLC, to it at the following address:

c/o Kohlberg Kravis Roberts & Co.

2800 Sand Hill Road

Suite 200

Menlo Park, California  94025

Attn:  Michael Michelson

with a copy to:

Simpson Thacher & Bartlett

425 Lexington Avenue

New York, New York  10017

Attn:  Charles I. Cogut, Esq.

(b)If to you, to you at the address or email address set forth in the records of the Company;

(c)If to your Management Stockholder’s Estate or your Management Stockholder’s Trust,  at the address provided to all such parties by such entity;

or at such other address as any of the above shall have specified by notice in writing delivered to the others by certified mail, overnight delivery or telecopy.

10.The laws of the State of Connecticut (or if the Company relocates to another state, of that state) shall govern the interpretation, validity and performance of the terms of this Agreement. No suit, action or proceeding with respect to this Agreement may be brought in any court or before any similar authority other than in a court of competent jurisdiction in the State of Connecticut (or if the Company relocates to in another state, of that state) and you hereby submit to the non-exclusive jurisdiction of such courts for the purpose of such suit, proceeding or judgment.  You hereby irrevocably waive any right which you may have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority.  You hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.

11.If KKR Partners, Associates, KKR 1996 or NXS LLC transfers its interest in the Company to an affiliate of KKR Partners, Associates, KKR 1996 or NXS LLC, as the case may be, such affiliate shall assume the obligations hereunder of KKR Partners, Associates, KKR 1996 or NXS LLC, as the case may be.

12.Notwithstanding any other provision of this Agreement, neither the general partner nor the limited partners, nor any future general or limited partner of any of KKR Partners, Associates or KKR 1996, nor any member or managing member of NXS LLC, shall have any personal liability for performance of any obligation of such entity under this Agreement.

It is the understanding of KKR Partners, Associates, KKR 1996 and NXS LLC that you are aware that no Proposed Sale presently is contemplated and that such a sale may never occur.

EX-21

EXHIBIT 21

List of Subsidiaries	State/Country of Incorporation	Name(s) under which Subsidiary does business (1)
Advanced Circuit Technology, Inc.	Delaware, U.S.A	Advanced Circuit Technology, ACT
Amphenol Aerospace France, Inc.	Delaware, U.S.A.	Amphenol
Amphenol Air LB North America, Inc.	Canada	Amphenol Air LB
Amphenol Air LB GmbH	Germany	Amphenol Air LB
	Luxembourg	Amphenol Air LB
Amphenol Air LB International Development S.A.	France	Amphenol Air LB
Amphenol Air LB S.A. S.		Amphenol Air LB
Amphenol Antel, Inc.	Illinois, U.S.A.	Amphenol Antel
Amphenol Assembletech (Xiamen) Co., Ltd.	China	Amphenol Assembletech China
Amphenol Australia Pty Ltd.	Australia	Amphenol
Amphenol Connex Corporation	Delaware, U.S.A.	Connex
Amphenol Benelux B.V.	The Netherlands	Amphenol
Amphenol Borg Limited	England	Amphenol
Amphenol Borg Pension Trustees Ltd.	England	Amphenol
Amphenol do Brasil Ltda.	Brazil	Amphenol
Amphenol Canada Corp.	Canada	Amphenol
Amphenol Commercial & Industrial France, L.L.C.	Delaware, U.S.A.	Amphenol
Amphenol Commercial and Industrial UK, Limited	England	Amphenol
Amphenol Connexus AB	Sweden	ConneXus
Amphenol-Daeshin Electronics and Precision Co., Ltd.	Korea	Amphenol Dae Shin, Dae Shin Amphenol
Amphenol East Asia Electronic Technology (Shenzhen) Co. Ltd.	China	AEAL, AEAM, Amphenol
Amphenol East Asia Limited	Hong Kong
Amphenol Eesti Ou	Estonia	Amphenol
Amphenol Foreign Sales Corporation	Barbados	Amphenol
Amphenol France S.A.S.	France	Amphenol

Each subsidiary also does business under the corresponding corporate name listed in column 1.

List of Subsidiaries	State/Country of Incorporation	Name(s) under which Subsidiary does business (1)
Amphenol Funding Corp.	Delaware, U.S.A.	Amphenol
Amphenol Germany GmbH	Germany	Amphenol
Amphenol Gesellschaft m.b.H.	Austria	Amphenol, AVIN
Amphenol Holding UK, Limited	England	Amphenol
Amphenol Interconnect India Private Limited	India	Amphetronix, Amphenol India
Amphenol Interconnect Products Corporation	Delaware, U.S.A.	AIPC, Amphenol
Amphenol International Ltd.	Delaware, U.S.A.	Amphenol International
Amphenol Italia, S.p.A.	Italy	Amphenol
Amphenol Japan Ltd.	Japan	Amphenol
Amphenol-Kai Jack, Inc.	British Virgin Islands	Kai Jack
Amphenol-Kai Jack Industrial Co., Ltd.	Taiwan	Amphenol RF
Amphenol-Kai Jack (Shenzhen), Inc.	China	Kai Jack
Amphenol Limited	England	Amphenol, LTD
Amphenol Malaysia Sdn. Bhd.	Malaysia	T&M Antennas
Amphenol Optimize Manufacturing Co.	Arizona, U.S.A.	Optimize
Amphenol Optimize Mexico S.A. de C.V.	Mexico	Optimize
Amphenol PCD, Inc.	Delaware, U.S.A.	Amphenol PCD
Amphenol RF Asia Corp.	British Virgin Islands	Amphenol
Amphenol Socapex S.A.S.	France	Socapex
Amphenol T&M Antennas, Inc.	Delaware, U.S.A.	T&M Antennas, Amphenol T&M
Amphenol-TFC (Changzhou) Communications Equipment Co., Ltd.	China	Amphenol, Times Fiber, TFC
Amphenol TFC do Brasil Ltda.	Brazil
Amphenol TFC Fios E Cabos do Brasil Ltda.	Brazil
Amphenol TFC MDE Participacoes Ltda.	Brazil
Amphenol Taiwan Corporation	Taiwan	Amphenol
Amphenol Technical Products International Co.	Canada	Technical Products International, TPI, Amphenol TPI
Amphenol-Tuchel Electronics GmbH	Germany	Tuchel
Amphenol USHoldco Inc.	Delaware, U.S.A.	Amphenol
Changzhou Amphenol Fuyang Communication Equipment Company Limited	China	Fuyang
China Merchants Zhangzhou Development Zone Shengbaotai Electronic Assemble Ltd	China
C.S. Plastique, Inc.	Canada	C.S. Plastique
Filec Europe Cebtrale s.r.o.	Czech Republic	Filec
Filec Production	France	Filec
Filec S.A.S.	France	Filec
Guangzhou Amphenol Electronics Communication Co., Ltd.	China	Amphenol, GEC
KE Ostrov—Elektrik, s.r.o.	Czech Republic	Konfektion E.
Konfektion E Elektronik GmbH	Germany	Konfektion E.

List of Subsidiaries	State/Country of Incorporation	Name(s) under which Subsidiary does business (1)
Konfektion E Elektronik, spol. s.r.o.	Czech Republic	Konfektion E.
Konfektion E — CZ, s.r.o.	Czech Republic	Konfektion E.
Konnektech, Ltd.	Michigan, U.S.A.
Korea Air Electronic Co., Ltd.	Korea	KAE
LPL Technologies Holding GmbH	Germany
Lectric SARL	Tunisia
Matir, S.A.	Uruguay
O.M.E., S.A.	France
Precision Cable Manufacturing Corporation de Mexico, S.A. de C.V.	Mexico	Amphenol PCM
Pyle-National Ltd.	England	Pyle-National
SCI Air Co.	France
Shanghai Amphenol Airwave Communication Co. Ltd.	China	Shanghai Airwave, T&M Antennas
Sine Systems Corporation	Delaware, U.S.A.	Sine
Sonacable	Spain
Spectra Strip Limited	England	Spectra Strip
TFC South America S.A.	Argentina	Times Fiber
Tianjin Amphenol KAE Co., Ltd.	Korea	KAE
Times Fiber Canada Limited	Canada	Times Fiber
Times Fiber Communications, Inc.	Delaware, U.S.A.	Times Fiber
Times Wire and Cable Company	Delaware, U.S.A.
U-Jin Cable Industrial Co. Ltd.	Korea	U-JIN

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by  reference in Registration Statement No. 333-35901 on Form S-8 and Registration Statement No. 333-111687 on Form S-3 of our reports dated March 11, 2005, relating to the financial statements and financial statement schedules of Amphenol Corporation and management’s report of the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Amphenol Corporation for the year ended December 31, 2004.

/s/ Deloitte and Touche LLP

Hartford, Connecticut

March 11, 2005

EX-31.1

Exhibit 31.1

Amphenol Corporation
Certification pursuant to
Section 302 of
the Sarbanes-Oxley Act of 2002
Certification

I, Martin H. Loeffler, as the principal executive officer of the registrant, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2004 of Amphenol Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report,

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2005

/s/ Martin H. Loeffler

Martin H. Loeffler

Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Amphenol Corporation
Certification pursuant to
Section 302 of
the Sarbanes-Oxley Act of 2002
Certification

I, Diana G. Reardon, as the principal financial officer of the registrant, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2004 of Amphenol Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report,

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2005

/s/ Diana G. Reardon

Diana G. Reardon

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Amphenol Corporation (the “Company”) on Form 10-K for the period ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin H. Loeffler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13a or 15d of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 11, 2005

/s/ Martin H. Loeffler

Martin H. Loeffler

Chairman, President & Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Amphenol Corporation and will be retained by Amphenol Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Amphenol Corporation (the “Company”) on Form 10-K for the period ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Diana G. Reardon, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13a or 15d of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 11, 2005

/s/ Diana G. Reardon

Diana G. Reardon

Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Amphenol Corporation and will be retained by Amphenol Corporation and furnished to the Securities and Exchange Commission or its staff upon request.