EXECUTIVE PLAN

1.01

PLAN INFORMATION

(a)

Name of Plan:

This is the Amphenol Corporation Supplemental Defined Contribution Plan (the “Plan”).

(b)

Plan Status ( Check one.) :

(1)

Adoption Agreement effective date: 1/1/2009.

(2)

The Adoption Agreement effective date is (Check (A) or check and complete (B)) :

(A)

o

A new Plan effective date.

(B)

x

An amendment and restatement of the Plan. The original effective date of the Plan was: 6/1/2007 .

(c)

Name of Administrator, if not the Employer:

1.02

EMPLOYER

(a)

Employer Name:   Amphenol Corporation

(b)

The term “Employer” includes the following Related Employer(s) (as defined in Section 2.01(a)(25)) participating in the Plan:

Amphenol Interconnect Products Corporation

Times Fiber Communications, Inc.

Amphenol Cables on Demand Corp.

Amphenol T&M Antennas, Inc.

1.03

COVERAGE

(Check (a) and/or (b).)

(a)

x

 The following Employees are eligible to participate in the Plan (Check (1) or (2)) :

(1)

o

Only those Employees designated in writing by the Employer, which writing is hereby incorporated herein.

(2)

x

Only those Employees in the eligible class described below:

An Employee who is (1) a member of a select group of management or highly compensated employees (2) either (i) not eligible to accrue a benefit under the Employer’s defined benefit plan after January 1, 2007 or (ii) affected by a deferral limit to the primary qualified pension plan in which he or she participates and (3) specifically designated in writing as eligible by Amphenol Corporation.

(b)

o

The following Directors are eligible to participate in the Plan (Check (1) or (2)) :

(1)

o

Only those Directors designated in writing by the Employer, which writing is hereby incorporated herein.

(2)

o

All Directors, effective as of the later of the date in 1.01(b) or the date the Director becomes a Director.

(Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1 .03(a)(2) must include the effective date of such participation.)

1.04

COMPENSATION

(If Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected, complete (c))

For purposes of determining all contributions under the Plan:

(a)

x  Compensation shall be as defined, with respect to Employees, in the Amphenol Corporation Employee Savings/401(k)  Plan maintained by the Employer:

(1)

o

to the extent it is in excess of the limit imposed under Code section 401(a)(17).

(2)

x

notwithstanding the limit imposed under Code section 401(a)(17).

(b)

o  Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate) :

(1)

o

but excluding the following:

(2)

o

but excluding bonuses, except those bonuses listed in the table in Section 1.05(a)(2).

(c)

o

Compensation shall be as defined in Section 2.01(a)(9)(c) with respect to Directors, but excluding the following:

1.05

CONTRIBUTIONS ON BEHALF OF EMPLOYEES

(a)

Deferral Contributions (Complete all that apply):

(1)

o

Deferral Contributions. Subject to any minimum or maximum deferral amount provided below, the Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year).

Deferral Contributions

Dollar Amount

% Amount

Type of Compensation

Min

Max

Min

Max

(2)

o

Deferral Contributions with respect to Bonus Compensation only. The Employer requires Participants to enter into a special salary reduction agreement to make Deferral Contributions with respect to one or more Bonuses, subject to minimum and maximum deferral limitations, as provided in the table below.

Treated As

Non-

Dollar Amount

% Amount

Deferral Contributions
Type of Bonus

Performance
Based

Performance
Based

Min

Max

Min

Max

(Note: With respect to each type of Bonus, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages. In the event a bonus identified as a Performance-based Bonus above does not constitute a Performance-based Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance-based Bonus with respect to such Participant.)

(b)

Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable):

(1)

o

The Employer shall make a Matching Contribution on behalf of each Employee Participant in an amount described below:

(A)

o

    % of the Employee Participant’s Deferral Contributions for the calendar year.

(B)

o

The amount, if any, declared by the Employer in writing, which writing is hereby incorporated herein.

(C)

o

Other:                                                                                                         

(2)

o

Matching Contribution Offset. For each Employee Participant who has made elective contributions (as defined in 26 CFR section 1.401(k)-6 (“QP Deferrals”)) of the maximum permitted under Code section 402(g), or the maximum permitted under the terms of the                               Plan (the “QP”), to the QP, the Employer shall make a Matching Contribution in an amount equal to (A) minus (B) below:

(A)

The matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”)) that the Employee Participant would have received under the QP on the sum of the Deferral Contributions and the Participant’s QP Deferrals, determined as though—

·

no limits otherwise imposed by the tax law applied to such QP match; and

·

the Employee Participant’s Deferral Contributions had been made to the QP.

(B)

The QP Match actually made to such Employee Participant under the QP for the applicable calendar year.

Provided, however, that the Matching Contributions made on behalf of any Employee Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in Section 4.02 hereof.

(3)

o

Matching Contribution Limits (Check the appropriate box (es)) :



(A)

o

Deferral Contributions in excess of      % of the Employee Participant’s Compensation for the calendar year shall not be considered for Matching Contributions.



(B)

o

Matching Contributions for each Employee Participant for each calendar year shall be limited to $          .



(c)

Employer Contributions

(1)

o

Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Employee Participant in an amount determined as described below:







(2)

x

Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Employee Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time in a writing, which is hereby incorporated herein.



1.06

CONTRIBUTIONS ON BEHALF OF DIRECTORS

(a)

o   Director Deferral Contributions



The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Director Participant who has an executed deferral agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year), which deferral agreement shall be subject to any minimum and/or maximum deferral amounts provided in the table below.

Deferral Contributions

Dollar Amount

% Amount

Type of Compensation

Min

Max

Min

Max

(b)

Matching and Employer Contributions:

(1)

o

Matching Contributions. The Employer shall make a Matching Contribution on behalf of each Director Participant in an amount determined as described below:

(2)

o

Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Director Participant in an amount determined as described below:

(3)

o

Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Director Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time, in a writing,