SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

AMPHENOL CORPORATION

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

PREAMBLE

Amphenol Corporation (“Amphenol”) formally adopted a Supplemental Employee Retirement Plan, effective January 25, 1996, for a select group of senior management personnel of Amphenol and its Affiliated Companies to insure that the overall effectiveness of the executive compensation and retirement programs of Amphenol and its Affiliated Companies will attract, retain and motivate qualified senior management personnel.  The Supplemental Employee Retirement Plan has been amended from time to time, and is being amended and restated, effective January 1, 2009, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other applicable guidance issued thereunder.

Section I.  Definitions.

When used herein the following words shall have the meanings below unless the context clearly indicates otherwise.  To the extent additional definitions of words or terms (not defined below) are necessary or helpful, the definitions of such words or terms in the Basic Retirement Plans shall apply unless the context clearly indicates otherwise.

1.1                                “Affiliated Company” means any trade or business entity, or predecessor company of such entity, if any, which is a member of a controlled group of corporations as defined under the Internal Revenue Code Section 414, of which Amphenol is also a member.

1.2                                “Basic Retirement Plan” means any defined benefit pension plan intended to be qualified under Section 401 of the Code, sponsored by Amphenol Corporation or any Affiliated Company, as amended from time to time.

1.3                                “Basic Retirement Plan Benefit” means the annual benefit to which a Participant is entitled from the Basic Retirement Plan.

1.4                                “Benefit Commencement Date” means the date on which a Participant’s benefits under the Plan commence.

1.5                                “Company” means Amphenol Corporation and its subsidiaries and any successors thereto.

1.6                                “Compensation” means the Participant’s Compensation as defined in the Basic Retirement Plan.

1.7                             “Code” means the Internal Revenue Code of 1986, as amended.

1.8                             “Participant” means any employee of the Company who meets the eligibility requirements of Section II and who is designated and approved as set forth in Section II.

1.9                                “Pension Committee” means the Pension Committee as designated by the Board of Directors, from time to time, or if none, the Board of Directors of the Company.

1.10                         “Plan” means the Amphenol Corporation Supplemental Employee Retirement Plan.

1.11                         “Retirement Date” means a Participant’s Normal Retirement Date, Early Retirement Date or Late Retirement Date as the context may indicate and as defined in Section III of the Plan.

1.12                         “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other applicable guidance issued thereunder.

1.13                         “Supplemental Retirement Plan Benefit” means the annual benefit payable in accordance with the Plan.

1.14                         “Surviving Spouse” means the spouse of the Participant who is legally married to the Participant, and is not legally separated or divorced from the Participant, and with respect to an active Participant, has been so married for a period of not less than 12 months as of the Annuity Starting Date or death of the Participant.

1.15                         “Years of Service” means the Participant’s Years of Accrual Service as defined in and accrued under the Basic Retirement Plan.

Section II.  Eligibility to Participate.

2.1.                             Eligibility .

(a)                                   General .   Each senior management employee of the Company shall be eligible to become a Participant in the Plan but shall only become a Participant upon such employee being designated as a Participant by the Pension Committee in writing and provided further that at the time of such designation and approval the employee is a Participant in a Basic Retirement Plan. Notwithstanding the preceding sentence, effective January 1, 2000, any employee of the Company who is actively employed and a Participant in the Basic Retirement Plan, and whose benefit under the Basic Retirement Plan has been limited by the application of Section 401(a)(17) or Section 415 of the Code, shall be eligible to become a Participant in the Plan; provided, however, that any employee of the Company shall only become a Participant eligible for a benefit determined pursuant to Section 3.2(a)(iii) upon such employee being designated in writing by the Pension Committee as a Participant with respect to that portion of the Plan.

(b)                                   January 1, 2007 Basic Retirement Plan Freeze .  No salaried employee shall become a participant in the Basic Retirement Plan after December 31, 2006.  An inactive participant in the Basic Retirement Plan who is reemployed by the Company or a participating employer under the Basic Retirement Plan as a salaried employee after December 31, 2006 shall not resume participation in the Basic Retirement Plan or this Plan.

2.2.                             Cessation of Eligibility .  Once an employee becomes a Participant, he or she shall remain a Participant until his or her termination of employment with the Company and thereafter until all benefits to which the Participant or the Participant’s Surviving Spouse is entitled under the Plan have been paid; provided, however, that if a Participant ceases to be a Participant in a Basic Retirement Plan prior to the first to occur of his or her Retirement Date and the date of his or her termination of employment with the Company, he or she shall cease to be a Participant hereunder on the date he or she ceases to be a Participant in a Basic Retirement Plan.

Section III.  Eligibility, Amount, Form and Commencement of Benefits.

3.1                                Eligibility .  Each Participant who satisfies the vesting requirements under a Basic Retirement Plan shall be eligible to receive a benefit from the Plan.

3.2                                Retirement Benefits .  The Supplemental Retirement Plan Benefit payable to a Participant as of the Benefit Commencement Date shall be calculated as: an annual benefit, payable in the Normal Form provided under the Basic Retirement Plan, equal to (a) less (b):

(a)                                   is the annual benefit which is derived from Employer and Employee contributions, if any, payable to the Participant or Participant’s Surviving Spouse or other applicable beneficiary, if any, under the Basic Retirement Plan as of the Participant’s Benefit Commencement Date, such benefit to be calculated:

(i)                                      as if the compensation limitation imposed to determine benefits by Section 401(a)(17) of the Code was $500,000 for Plan Years prior to 2007, and 3.33 multiplied by the Section 401(a)(17) limitation for the applicable Plan Year for 2007 and subsequent Plan Years;

(ii)                                   without regard to any limitations under Code Section 415; and

(iii)                                for a Participant who receives a portion of his or her remuneration from the Employer or a Participating Employer under the Basic Retirement Plan and a portion from a Foreign Subsidiary (that is not a Participating Employer in the Basic Retirement Plan), as if the definition of compensation under the Basic Retirement Plan includes compensation paid, on or after January 1, 2004, by such Foreign Subsidiary; provided, however, that such Participant is not eligible to participate in a plan of deferred compensation provided by such Foreign Subsidiary, or any person or corporation other than the Employer, with respect to such remuneration; and

(b)                                  is the annual benefit which is derived from Employer and Employee contributions, if any, and which would be payable to the Participant or the Participant’s Surviving Spouse or other applicable beneficiary, if any, under the Basic Retirement Plan if benefits commenced under that plan on the Participant’s Benefit Commencement Date under this Plan.

No benefit shall be payable under this Plan to a Participant or Surviving Spouse, or other beneficiary unless a benefit is or will be payable to such Participant, Surviving Spouse or beneficiary under the Basic Retirement Plan.  The calculation of the Supplemental Retirement Plan Benefit shall be done by Amphenol in consultation with the consulting actuary for the Company’s Basic Retirement Plans.  The benefits so determined and the interpretation of Amphenol based upon such actuarial input shall be final and binding on the Company, the Participant and the Participant’s Surviving Spouse or other applicable beneficiary, if any.

3.3                                Death Prior to Benefit Commencement .  If a Participant dies prior to his or her Benefit Commencement Date, his or her Surviving Spouse, if any, shall be entitled to a Supplemental Retirement Plan Benefit equal to the death benefit payable to the Surviving Spouse calculated in accordance with Section 3.2 above, and payable in the form of a life annuity for the life of the Surviving Spouse.  Said death benefit shall be payable commencing upon the later of: the first day of the month immediately following death or the earliest date retirement benefits could have been paid to the Participant under the Basic Retirement Plan as in effect on December 31, 2008 if he or she had ceased to be an Employee on the date of his or her death and survived to such date.

3.4                                Disability Prior to Termination of Employment .  If a Participant becomes Disabled, as defined below, prior to his or her termination of employment, he or she shall be entitled to a Supplemental Retirement Plan Benefit equal to the disability benefit payable under the Basic Retirement Plan calculated in accordance with Section 3.2 above.  In accordance with Sections 4.1 and 4.2, the Supplemental Retirement Plan Benefit shall be payable in the form of a life annuity, the actual type of which shall be elected by the Participant from the options available under the Basic Retirement Plan prior to the date payments commence, and shall commence on the first day of the month following the date on which a Participant attains age 65.  For purposes of this Section, a Participant is Disabled, in accordance with Section 409A, when, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, he or she receives income replacement benefits for a period of 6 months under an accident and health plan covering employees of Amphenol.  If a participant incurs a disability that does not constitute a Disability as set forth in the preceding sentence, Supplemental Retirement Plan Benefits shall not commence pursuant to this Section.

3.5                                Change in Control .  Upon a Change in Control, as defined below and in accordance with Section 409A, notwithstanding any provision of this Plan to the contrary, Participants shall be 100% vested.  A Participant who did not reach his or her Benefit Commencement Date prior to the Change in Control shall receive his or her Supplemental Retirement Plan Benefit, calculated in accordance with Section 3.2 based upon his or her Years of Service and Compensation as of the date of the Change in Control, in an immediate lump sum that shall be actuarially equivalent, using the actuarial assumptions in the Basic Retirement Plan but without adjustment pursuant to Code Section 417(e)(3)(D), to the annuity calculated under 3.2 above.

A Change in Control shall be considered to have occurred only if the circ