AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 2.2

AMENDMENT TO ASSET PURCHASE AGREEMENT

     This AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of May 29, 2009 (this “ Amendment ”), is made by and among Harris Corporation, a Delaware corporation, Tyco Electronics Group S.A., a company organized under the laws of Luxembourg, and, solely for the limited purposes of Section 5 with respect to its obligations under Section 11.09 of the Purchase Agreement (as defined below), Tyco Electronics Ltd., a corporation incorporated under the laws of Bermuda.

W I T N E S S E T H:

     WHEREAS, the parties hereto are parties to an Asset Purchase Agreement, dated as of April 16, 2009 (the “ Purchase Agreement ”); and

     WHEREAS, the parties hereto desire to amend the Purchase Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows (all capitalized terms used but not defined herein shall have the meanings specified in the Purchase Agreement):

     SECTION 1. Amendments To The Purchase Agreement.

     (a) The definition of “ Assumed Intercompany Payables ” in Section 1.01(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“ Assumed Intercompany Payables ” means the trade payables incurred in the ordinary course of business due and payable by the Business to Seller and its Affiliates, but only to the extent included in the calculation of Final Closing Working Capital and excluding the payables due and payable by M/A-COM or M/A-COM Canada to the Business in Ireland.”

     (b) The definition of “ Assumed Intercompany Receivables ” in Section 1.01(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“ Assumed Intercompany Receivables ” means the trade receivables incurred in the ordinary course of business due and owing to the Business from Seller and its Affiliates, but only to the extent included in the calculation of Final Closing Working Capital and excluding the receivables due and owing to the Business in Ireland from M/A-COM or M/A-COM Canada.”

     (c) Section 1.01(a) of the Purchase Agreement is hereby amended to add the following definitions:

“ Applicable Employee ” means the Business Employees located in the Delayed Employee Transfer Countries, which Business Employees are listed on a list to be delivered by Seller to Buyer no later than two Business Days after the Closing Date.

“ Delayed Employee Transfer Countries ” means those countries in which Business Employees are located other than the United States, Ireland, Canada, Poland and the United Kingdom.

“ Delayed Employee Transfer Date ” means each date on which a Delayed Employee Transfer occurs.

“ Delayed Transfer ” means each transfer of Delayed Transfer Purchased Assets and Delayed Transfer Assumed Liabilities pursuant to Section 2.12.

“ Delayed Transfer Assumed Liabilities ” means those Assumed Liabilities relating primarily to the Business in the Delayed Transfer Country.

“ Delayed Transfer Country ” means Brazil.

“ Delayed Transfer Purchased Assets ” means those Purchased Assets relating primarily to the Business in the Delayed Transfer Country.

     (d) The following rows are hereby added in the appropriate alphabetical order to the table at the end of Section 1.01(a) of the Purchase Agreement:

     (e) The first paragraph of Section 2.01 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “Section 2.01. Purchase and Sale . Except with respect to the Delayed Transfer Purchased Assets, which are addressed in Section 2.12, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase (or, subject to Section 13.05, cause Buyer’s designated Affiliate(s) to purchase) from Seller and its Affiliates and Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer (or, subject to Section 13.05, Buyer’s designated Affiliate(s)) at the Closing, free and clear of all Liens, other than Permitted Liens, all of Seller’s and its Affiliates’ right, title and interest in, to and under the following assets, properties and rights of Seller and its Affiliates (the “ Purchased Assets ”):”

     (f) The first paragraph of Section 2.03 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “Section 2.03. Assumed Liabilities . Except with respect to the Delayed Transfer Assumed Liabilities, which are addressed in Section 2.12, upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the time of the Closing, to assume (or to cause to be assumed) all Liabilities to the extent relating primarily to the ownership, use or operation of the Purchased Assets or the Business, whether arising prior to, at or after the Closing, other than the Excluded Liabilities (all of the foregoing Liabilities to be so assumed being herein collectively called the “ Assumed Liabilities ”); provided that notwithstanding the transactions contemplated hereby or any provision of this Agreement, all assets and liabilities of the Subsidiary shall remain the assets and liabilities of the Subsidiary. Without limitation of the foregoing, Assumed Liabilities shall include the following:”

     (g) Section 2.04(g) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “(g) all Liabilities arising under the Excluded Plans, including any defined benefit or defined contribution pension obligation (regardless of whether such obligation is contained in an employment agreement, collective bargaining agreement, national, industry or company agreement, works council agreement or otherwise), other than any such pension obligation that is solely governmental and, as an initial matter, was not voluntary in nature and other than the Canadian Registered Retirement Savings Plans and the Irish Benefit Plan; any non-qualified deferred compensation arrangement; and any post-retirement health and post-retirement life insurance plans (other than the Com-Net Retirement Medical Plan); provided, however , for the avoidance of doubt, that this Section 2.04(g) does not include Liabilities for items to the extent that they are accrued in the Closing Working Capital or constitute vacation or paid time off;”

     (h) Section 2.05(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “(a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, with or without the consent, approval or waiver of, or notice to, a third party thereto, would constitute a breach or other contravention of such Purchased Asset or violation of any Applicable Law or in any way adversely affect the rights of Buyer (or its designated Affiliate(s)) or Seller (or an Affiliate of Seller) thereunder unless and until any required consent, approval or waiver is obtained. Seller and Buyer shall use their reasonable best efforts (including the dedication of resources thereto, but without any obligation to expend money, commence litigation or offer or grant any financial or other accommodation to any third party) to obtain the consent, approval or waiver of, or provide the required notice to, such third parties to or of the assignment to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) of any Purchased Asset or any claim or right or any benefit arising thereunder or otherwise transfer the rights and benefits of any Non-assignable Asset (as defined below) to Buyer or, subject to Section 13.05, its designated Affiliate, including, in the case of any non-transferable Permits, to cause the applicable Governmental Authority to issue a new Permit to Buyer or its Affiliate in place of such non-transferable Permit and with respect to prime Government Contracts, to obtain all necessary approval and consent of the applicable U.S. federal Governmental Authority to novate such prime Government Contracts in accordance with FAR Subpart 42.12. If such consent, approval or waiver is not obtained, or such notice is not made, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller or any of its Affiliates thereunder so that Buyer (or, subject to Section 13.05, its designated Affiliate(s)) would not in fact receive all such rights, or if such asset is not transferable under Applicable Law with or without such consent, approval, waiver or notice (any assets so described, the “ Non-assignable Assets ”), Seller and Buyer agree that Buyer will receive the benefits and perform the obligations under such Non-assignable Asset, and Seller and Buyer will use their commercially reasonable efforts (but without any obligation to expend money, commence litigation or offer or grant any financial or other accommodation to any third party) to enter into a mutually agreeable arrangement under which Buyer would assume the obligations and Seller would provide to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) the benefits of any Non-assignable Asset, including sub-contracting, sub-licensing, or sub-leasing to Buyer (or, subject to Section 13.05, its designated Affiliate(s)), and with respect to the prime Government Contracts, entering into and taking commercially reasonable efforts to obtain any required approvals or consents of any U.S.

federal Governmental Authority to the Subcontract prior to the Closing Date), or under which Seller would enforce for the benefit of Buyer (or, subject to Section 13.05, its designated Affiliate(s)), with Buyer (or, subject to Section 13.05, its designated Affiliate(s)) assuming Seller’s (or such Affiliate’s) obligations under such Non-assignable Asset, any and all rights of Seller or such Affiliate against a third party thereto. In connection with any such arrangement, Buyer shall reimburse Seller and its Affiliates for any reasonable and documented out-of-pocket costs and expenses actually incurred by Seller or its Affiliates in connection with the performance of any mutually agreeable arrangement or that otherwise would have been incurred by Buyer or its Affiliates had such Non-assignable Asset been assigned, transferred or conveyed as contemplated by this Agreement, including any Liability arising out of Buyer’s failure to perform thereunder (such costs and expenses, the “ Alternative Arrangement Costs ”). Prior to the amount of the deductible described in clause (B) of Section 11.02(a) being exceeded (whether pursuant to reimbursement under this sentence or pursuant to any other provision of this Agreement or a combination of the foregoing), Buyer will promptly reimburse Seller for all out-of pocket costs and expenses actually incurred by Seller or its Affiliates (other than Alternative Arrangement Costs) relating to or arising from the failure to obtain a consent, approval or waiver for any Non-assignable Assets (such costs and expenses, the “ Other Consent Costs ”) and any such reimbursement shall be applied toward such deductible. After the amount of such deductible has been exceeded, Buyer will promptly reimburse Seller for 50% of Other Consent Costs. Seller will promptly pay to Buyer (or, subject to Section 13.05, its designated Affiliate(s)) when received all monies received by Seller or an Affiliate of Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.”

     (i) Section 2.07(b) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “(b) Seller shall deliver or cause its Affiliates to deliver, as applicable, to Buyer such deeds, bills of sale, endorsements, assignments, duly endorsed certificates, stock powers and other good and sufficient instruments of conveyance and assignment as reasonably necessary or appropriate to vest in Buyer (or, subject to Section 13.05, its designated Affiliate) all right, title and interest in, to and under the Purchased Assets other than the Irish Purchased Assets, which are addressed in Section 2.10, and the Delayed Transfer Purchased Assets, which are addressed in Section 2.12.”

     (j) The following section is hereby added as Section 2.11 of the Purchase Agreement:

     “Section 2.11. Delayed Employee Transfers . Promptly after the Closing Date, but in no event later than the six (6) month anniversary of the Closing Date, Buyer and Seller will or will cause their Affiliates to transfer the Applicable Employees in each Delayed Employee Transfer Country (each such transfer, a “ Delayed Employee Transfer ”) pursuant to Section 9.04A. Unless otherwise agreed in writing (or unless Buyer has not given written notice prior to the six (6) month anniversary of the Closing Date, in which case the Delayed Employee Transfer will take place on such anniversary), Buyer shall give Seller at least thirty (30) days’ prior written notice of any proposed Delayed Employee Transfer. Notwithstanding any provision in the Purchase Agreement or the Disclosure Schedule to the contrary, Buyer and Seller agree that the Applicable Employees will remain employed by Seller or its Affiliates, as the case may be, until the applicable Delayed Employee Transfer Date or such earlier date when the Applicable Employee voluntarily shall terminate his or her employment. Buyer and Seller agree that the Applicable Employees’ employment by Seller and its Affiliates subsequent to the Closing Date shall be pursuant to substantially the same terms and conditions, including substantially the same compensation and benefits, as in effect with respect to the Applicable Employees immediately prior to the Closing Date, except in such cases as Seller or its Affiliates are required to change such terms or conditions under Applicable Law or make changes to such terms and conditions for employees generally; provided , that, if possible, Seller and its Affiliates will avoid making any such changes and, provided, further , that if any such changes are made and as a result thereof Buyer or its Affiliates are required to modify their benefit plans or other employee benefits programs or policies in order to comply with Applicable Law, Seller agrees, at Buyer’s request, to extend the transfer date provided in this Section 2.11 by thirty (30) days with respect to the affected Applicable Employees. Notwithstanding the foregoing, Buyer and Seller agree that subsequent to the Closing Date, the Applicable Employees shall not be granted any new awards under any stock option or other equity-based compensation plan of Seller or its Affiliates. Notwithstanding anything to the contrary contained herein, the Delayed Employee Transfers are not required to occur on the same date for all of the Delayed Employee Transfer Countries.

     (k) The following section is hereby added as Section 2.12 of the Purchase Agreement:

     “Section 2.12. Delayed Transfers . (a) Promptly after the Closing Date, but in no event later than the six (6) month anniversary of the Closing Date, (i) Buyer shall purchase (or, subject to Section 13.05, cause Buyer’s designated Affiliate(s) to purchase) from Seller and Seller shall sell, convey, transfer, assign and deliver, or cause to be sold, conveyed,

transferred, assigned and delivered to Buyer (or, subject to Section 13.05, Buyer’s des