UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-10879

AMPHENOL CORPORATION

Delaware
(State of Incorporation)

22-2785165
(IRS Employer
Identification No.)

358 Hall Avenue
Wallingford, Connecticut 06492
203-265-8900

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 x No o

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

As of July 31, 2004, the total number of shares outstanding of Class A Common Stock was 87,918,660.

Amphenol Corporation

Index to Quarterly Report
on Form 10-Q

		Page
Part I	Financial Information
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets at June 30, 2004 (unaudited) and December 31, 2003	3
	Consolidated Statements of Income (unaudited) for the Three and Six Months Ended June 30, 2004 and 2003	4
	Condensed Consolidated Statements of Cash Flow (unaudited) for the Six Months Ended June 30, 2004 and 2003	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	14
Part II	Other Information
Item 1.	Legal Proceedings	15
Item 2.	Changes in Securities	15
Item 3.	Defaults upon Senior Securities	15
Item 4.	Submission of Matters to a Vote of Security-Holders	15
Item 5.	Exhibits and Reports on Form 8-K	16
Signatures		17
Exhibit Index		18

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

AMPHENOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

	June 30, 2004			December 31, 2003
	(Unaudited)
ASSETS
Current Assets:
Cash and short term cash investments	$	18,627		$	23,533
Accounts receivable, less allowance for doubtful accounts of $10,303 and $9,244, respectively	206,248			172,488
Inventories	230,266			221,385
Prepaid expenses and other assets	34,644			33,943
Total current assets	489,785			451,349
Land and depreciable assets, less accumulated depreciation of $322,773 and $327,469, respectively	175,559			178,266
Deferred debt issuance costs	6,303			7,014
Goodwill	518,498			516,335
Deferred taxes and other assets	22,924			28,420
	$	1,213,069		$	1,181,384
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	126,797		$	116,835
Accrued interest	2,416			2,939
Accrued salaries, wages and employee benefits	35,181			31,091
Other accrued expenses	58,554			56,098
Current portion of long-term debt	11,230			10,679
Total current liabilities	234,178			217,642
Long-term debt	465,438			532,280
Accrued pension and post employment benefit obligations	102,672			100,326
Other liabilities	10,886			7,730
Shareholders’ Equity:
Common stock	88			88
Additional paid-in capital (deficit)	(221,132		)	(238,168		)
Accumulated earnings	702,455			626,430
Accumulated other comprehensive loss	(65,342		)	(64,944		)
Treasury stock, at cost	(16,174		)	—
Total shareholders’ equity	399,895			323,406
	$	1,213,069		$	1,181,384

See accompanying notes to condensed consolidated financial statements.

AMPHENOL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands, except per share data)

	Three months ended June 30,						Six months ended June 30,
	2004			2003			2004			2003
Net sales	$	387,119		$	304,893		$	742,380		$	582,667
Costs and expenses:
Cost of sales, excluding depreciation and amortization	254,031			203,200			487,261			385,853
Depreciation and amortization expense	9,733			9,566			19,166			18,374
Selling, general and administrative expense	54,301			42,868			105,616			84,010
Operating income	69,054			49,259			130,337			94,430
Interest expense	(5,673		)	(7,694		)	(11,428		)	(15,818		)
Other expenses, net	(2,219		)	(1,685		)	(3,719		)	(3,409		)
Expense for early extinguishment of debt	—			(10,367		)	—			(10,367		)
Income before income taxes	61,162			29,513			115,190			64,836
Provision for income taxes	(20,795		)	(10,034		)	(39,165		)	(22,044		)
Net income	$	40,367		$	19,479		$	76,025		$	42,792
Net income per common share—Basic	$	.46		$	.23		$	.86		$	.50
Average common shares outstanding—Basic	88,174,604			85,248,548			88,076,203			85,197,238
Net income per common share—Diluted	$	.45		$	.22		$	.85		$	.49
Average common shares outstanding—Diluted	89,864,734			87,344,610			89,871,449			87,184,238

See accompanying notes to condensed consolidated financial statements.

AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(dollars in thousands)

		Six months ended June 30,
		2004			2003
Net income		$	76,025		$	42,792
Adjustments for cash from operations:
Depreciation and amortization		19,166			18,374
Amortization of deferred debt issuance costs		711			718
Expense for early extinguishment of debt		—			10,367
Net change in non-cash components of working capital		(16,495		)	(3,521		)
Other long term assets and liabilities		6,315			1,353
Cash flow provided by operations		85,722			70,083
Cash flow from investing activities:
Additions to property, plant and equipment		(18,513		)	(12,862		)
Investments in acquisitions		(1,943		)	(29,766		)
Cash flow used by investing activities		(20,456		)	(42,628		)
Cash flow from financing activities:
Net change in borrowings under revolving credit facilities		(4,065		)	3,742
Decrease in borrowings under Bank Agreement		(61,000		)	(61,543		)
Retirement of debt:	old Bank Agreement	—			(439,500		)
	senior subordinated notes	—			(148,740		)
	fees and expenses relating to refinancing	—			(8,453		)
Borrowings under new Bank Agreement		—			625,000
Net change in receivables sold		(5,800		)	2,500
Proceeds from exercise of stock options including tax benefit		16,867			1,208
Purchase of treasury stock		(16,174		)	—
Cash flow used by financing activities		(70,172		)	(25,786		)
Net change in cash and short-term cash investments		(4,906		)	1,669
Cash and short-term cash investments, balance beginning of period		23,533			20,659
Cash and short-term cash investments, balance end of period		$	18,627		$	22,328
Cash paid during the period for:
Interest		$	11,240		$	17,627
Income taxes, net of refunds		26,560			17,671

See accompanying notes to condensed consolidated financial statements.

AMPHENOL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)

Note 1—Principles of Consolidation and Interim Financial Statements

The condensed consolidated balance sheets as of June 30, 2004 and December 31, 2003, and the related consolidated statements of income for the three and six months ended June 30, 2004 and 2003 and of cash flow for the six months ended June 30, 2004 and 2003 include the accounts of Amphenol Corporation and its subsidiaries (the Company). The interim financial statements included herein are unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such interim financial statements have been included. The results of operations for the three and six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements and notes included in the Company’s 2003 Annual Report on Form 10-K.

Note 2—Inventories

Inventories consist of:	June 30, 2004			December 31, 2003
Raw materials and supplies		$	51,659		$	48,917
Work in process		122,231			116,023
Finished goods		56,376			56,445
		$	230,266		$	221,385

Note 3—Reportable Business Segments

The Company has two reportable business segments: (i) interconnect products and assemblies and (ii) 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 communications markets, including cable television. The Company evaluates the performance of business units on, among other things, profit or loss from operations before interest expense, headquarter’s expense allocations, income taxes and nonrecurring gains and losses. The Company’s reportable segments are an aggregation of business units that have similar production processes and products.

The segment results for the three months ended June 30, 2004 and 2003 are as follows:

	Interconnect products and assemblies				Cable products				Total
	2004		2003		2004		2003		2004		2003
Net sales
-external	$	336,362	$	265,449	$	50,757	$	39,444	$	387,119	$	304,893
-inter-segment	420		495		3,810		3,318		4,230		3,813
Segment operating income	68,283		48,497		5,927		4,296		74,210		52,793

AMPHENOL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(dollars in thousands, except per share data)

Note 3—Reportable Business Segments (Continued)

The segment results for the six months ended June 30, 2004 and 2003 are as follows:

	Interconnect products and assemblies				Cable products				Total
	2004		2003		2004		2003		2004		2003
Net sales
-external	$	647,035	$	507,994	$	95,345	$	74,673	$	742,380	$	582,667
-inter-segment	980		878		7,621		6,675		8,601		7,553
Segment operating income	128,883		90,807		11,338		9,706		140,221		100,513

Reconciliation of segment operating income to consolidated income before taxes for the second quarter and six months ended June 30, 2004 and 2003:

	Three months ended June 30,						Six months ended June 30,
	2004			2003			2004			2003
Segment operating income	$	74,210		$	52,793		$	140,221		$	100,513
Interest expense	(5,673		)	(7,694		)	(11,428		)	(15,818		)
Other net expenses	(7,375		)	(5,219		)	(13,603		)	(9,492		)
Expense for early extinguishment of debt	—			(10,367		)	—			(10,367		)
Consolidated income before income taxes	$	61,162		$	29,513		$	115,190		$	64,836

Note 4—Comprehensive Income

Total comprehensive income for the six months ended June 30, 2004 and 2003 is summarized as follows:

	Six months ended June 30,
	2004			2003
Net income	$	76,025		$	42,792
Translation adjustments	(2,188		)	10,556
Revaluation of interest rate derivatives	1,790			(2,752		)
Total comprehensive income	$	75,627		$	50,596

Note 5—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 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

AMPHENOL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(dollars in thousands, except per share data)

Note 5—Commitments and Contingencies (Continued)

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. in December 1999 (“Honeywell”)). 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.

Note 6—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 stock options. 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 for the three and six months ended June 30, 2004 and 2003 would have been reduced to the pro forma amounts indicated below:

	Three months ended June 30,						Six months ended June 30,
	2004			2003			2004			2003
Net income	$	40,367		$	19,479		$	76,025		$	42,792
Less: Total stock based compensation expense determined under Black-Scholes option pricing model, net of related tax effects	(1,187		)	(1,354		)	(2,169		)	(2,481		)
Pro forma net income	$	39,180		$	18,125		$	73,856		$	40,311
Earnings Per Share:
Basic—as reported	.46			.23			.86			.50
Basic—pro forma	.44			.21			.84			.47
Diluted—as reported	.45			.22			.85			.49
Diluted—pro forma	.44			.21			.82			.46

AMPHENOL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(dollars in thousands, except per share data)

Note 7—Stock Split

On January 21, 2004, the Company announced a two-for-one 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.

Note 8—Benefit Plans

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 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 Company also provides certain health care and life insurance benefits to certain eligible retirees through post-retirement benefit programs. The following is a summary, based on the most recent actuarial valuations, of the Company’s net cost for pension benefits and other benefits for the three and six months ended June 30, 2004 and 2003:

	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	Three months ended June 30,												Six months ended June 30,
	2004			2003			2004			2003			2004			2003			2004			2003
Service cost	$	1,748		$	1,478			$	21		$	18	$	3,516		$	2,956			$	42		$	36
Interest cost	4,382			4,224				194			200		8,796			8,448				388			400
Expected return on plan assets	(5,023		)	(4,926		)		—			—		(10,061		)	(9,852		)		—			—
Amortization of transition obligation	—			—				16			16		—			—				32			32
Amortization of net actuarial losses	1,381			854				225			214		2,764			1,708				450			428
Net benefits cost	$	2,488		$	1,630			$	456		$	448	$	5,015		$	3,260			$	912		$	896

The Company estimates that based on current actuarial calculations it will make a voluntary cash contribution to the U.S. pension plan in the range of $10,000 to $20,000 in 2004.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(dollars in millions, unless otherwise noted, except per share data)

Item 2. Results of Operations

Quarter and six months ended June 30, 2004 compared to the quarter and six months ended June 30, 2003

Net sales increased approximately 27% to $387.1 and 27% to $742.4 in the second quarter and six months of 2004, respectively, compared to sales of $304.9 and $582.7, respectively, for the same period in 2003. External sales of interconnect products and assemblies increased 27% in the second quarter of 2004 compared to 2003 ($336.4 in 2004 versus $265.5 in 2003) and 27% in the six months 2004 compared to 2003 ($647.0 in 2004 versus $508.0 in 2003). Sales increased in the Company’s major end markets including the mobile communication, wireless infrastructure, military/aerospace, industrial, automotive and computer/data communications markets. Sales increases occurred in all major geographic regions with approximately 10% and 15% of the increase attributable to the effect of currency translation for the quarter and six months respectively, as detailed below. The remaining increase resulted primarily from the continuing development of new application specific and value added products, and to a lesser extent, from acquisitions. Sales of cable products increased 29% in the second quarter of 2004 compared to 2003 ($50.7 in 2004 versus $39.4 in 2003) and 28% in the six months of 2004 compared to 2003 ($95.4 in 2004 and $74.7 in 2003). Such increase is primarily attributable to increased sales of coaxial cable products for the broadband communications market resulting from increased capital spending by both domestic and international cable operators for network upgrades and expansion. Geographically, sales in the United States in the second quarter and six months of 2004 increased 24% and 27%, respectively, compared to the same periods in 2003 ($173.0 and $332.9 in 2004 versus $139.4 and $261.6 in 2003); and increased approximately 24% and 26%, respectively, in local currency compared to 2003. International sales for the second quarter and six months of 2004 increased approximately 29% and 28%, respectively, in U.S. dollars ($214.1 and $409.5 in 2004 versus $165.5 and $321.1 in 2003) and increased approximately 25% and 21%, respectively, in local currency compared to 2003. Currency translation had the effect of increasing sales in the second quarter and six months of 2004 by approximately $8.5 and $24.7, respectively, when compared to exchange rates for the 2003 period.

The gross profit margin as a percentage of net sales (including depreciation in cost of sales) was 32% for the second quarter and six months of 2004 compared to 30% and 31% for the second quarter and six months of 2003, respectively. The increase in gross margin is generally attributable to an increase in margin of interconnect products and assemblies partially offset by a decline in cable product margins. The operating margin for interconnect products and assemblies increased approximately 1% and 2% in the quarter and six months of 2004, respectively, compared to the prior year. The increase in operating margin is generally attributable to the effects of higher sales volume, product mix and cost reduction activities relating to a shift in headcount to lower cost labor areas. This increase was partially offset by a decline in operating margins for cable products of approximately 1% in the six months due primarily to generally higher material costs and changes in product mix.

Selling, general and administrative expenses increased to $54.3 and $105.6, respectively, or 14% and 14.2%, respectively, of net sales in the second quarter and six months of 2004 compared to $42.9 and $84.0, respectively or 14.1% and 14.4%, respectively, of net sales in the second quarter and six months of 2003. The increase in the second quarter and six months of 2004 is attributable to increases in selling expense and research and development costs resulting from higher sales volume and increased spending relating to new product development and increased administrative costs for insurance and pension expense.

Other expense, net, for the second quarter is comprised primarily of foreign currency transaction losses ($.2 in 2004 and $.7 in 2003), reflecting the weakness of the U.S dollar in both 2004 and 2003, program fees on sale of accounts receivable ($.4 in 2004 and $.4 in 2003), minority interests ($.9 in 2004

and $.5 in 2003), agency and commitment fees on the Company’s credit facilities ($.2 in 2004 and $.3 in 2003), and losses on the sale of assets ($.1 loss in 2004 and $.3 loss in 2003).

Other expense, net, for six months is comprised primarily of foreign currency transaction losses ($.6 in 2004 and $1.1 in 2003), reflecting weakness of the U.S. dollar in both 2004 and 2003, program fees on sale of accounts receivable ($.7 in 2004 and $.7 in 2003), minority interests ($1.7 in 2004 and $.9 in 2003), fees relating to secondary stock offerings ($.2 in 2004 and nil in 2003), agency and commitment fees on the Company’s credit facilities ($.4 in 2004 and $.4 in 2003), and gains and losses on the sale of assets ($.1 gain in 2004 and $.4 loss in 2003).

Interest expense for the second quarter and six months of 2004 was $5.7 and $11.4 respectively, compared to $7.7 and $15.8, respectively for the 2003 period. The decrease is attributable to lower average debt levels and lower interest rates.

The provision for income taxes for the 2004 and 2003 periods was at an effective rate of 34%.

Liquidity and Capital Resources

Cash provided by operating activities was $85.7 in the first six months of 2004 compared to $70.1 in the 2003 period. The increase in cash flow relates primarily to an increase in net income partially offset by a net increase in non-cash components of working capital. The non-cash components of working capital increased $16.5 in the first six months of 2004 due primarily to increases of $29.6 and $10.3, respectively, in accounts receivable and inventory due to the higher level of sales partially offset by increases of $12.8 and $10.4, respectively, in accrued liabilities and accounts payable due primarily to increased operating activity levels. The non-cash components of working capital increased $3.5 in the first six months of 2003, due primarily to a $17.1 increase in accounts receivable resulting from increased sales volume offset by an increase of $9.6 in accrued liabilities, resulting from increases in liabilities for income taxes and a decrease of $5.9 in inventory.

Accounts receivable increased $33.8 to $206.2, due to increased sales volume and a $5.8 reduction in sales of receivables. Days sales outstanding, computed before sales of receivables, declined 3 days to 63 days. Inventory increased $8.9 to $230.3. Such increase was attributable to the impact of higher sales volume. Inventory turnover improved to 4.4x in 2004 from 3.9x in 2003. Land and depreciable assets, net, decreased $2.7 to $175.6, reflecting depreciation of $18.8, capital expenditures of $18.5 and the translation impact resulting from a relatively stronger U.S. dollar at June 30, 2004 compared to December 31, 2003. Accounts payable increased $10.0 to $126.8 as a result of higher operating levels.

For the first six months of 2004, cash from operating activities of $85.7, and proceeds from exercise of stock options including tax benefit of $16.9 and cash on hand of $4.9 were used primarily to fund capital expenditures of $18.5, acquisitions of $1.9, a reduction in sales of receivables of $5.8, treasury stock purchases of $16.2, and a net reduction in debt of $65.1. For the first six months of 2003, cash from operating activities of $70.1, proceeds from the refinancing of $28.3, additional sales of receivables of $2.5 and proceeds from exercise of stock options of $1.2 were used primarily to fund capital expenditures of $12.9, acquisitions of $29.8 and a net reduction in debt of $57.8.

In May 2003, the Company completed a refinancing of its senior credit facilities. Borrowings of $625.0 under a new bank loan agreement (Bank Agreement), described below, were used to repay $439.5 outstanding under the Company’s previous bank agreement, redeem all outstanding senior subordinated notes totaling $148.7 (including the call premium of $4.7) and to pay other fees and expenses associated with the refinancing of $8.9. The Company’s Bank Agreement includes a Term Loan, consisting of a Tranche A and B, and a $125.0 revolving credit facility. At June 30, 2004, the Tranche A had a balance of $38.0 and matures over the period 2007 to 2008, and the Tranche B had a balance of $400.0 and matures in 2010. The revolving credit facility expires in 2008; availability under the facility at June 30, 2004 was $116.2,

after a reduction of $8.8 for outstanding letters of credit. The Company’s interest rate on the revolving credit facility and Tranche A loan is LIBOR plus 175 basis points and on the Tranche B loan is LIBOR plus 200 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 June 30, 2004, the Company’s credit rating from Standard and Poor’s was BB+ and from Moody’s was Ba2. 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. At June 30, 2004, such ratios as defined in the Bank Agreement were 10.45x and 1.91x, respectively. The Bank Agreement also includes limitations with respect to, among other things, indebtedness in excess of $50.0 for capital leases, $200.0 for general indebtedness and $200.0 for acquisition indebtedness, of which approximately $5.0, $0 and $0, respectively, were outstanding at June 30, 2004, and restricted payments, including dividends on the Company’s Common Stock, in excess of 50% of consolidated cumulative net income, or approximately $76.9 at June 30, 2004. The Company has interest rate swap agreements that fix the Company’s LIBOR interest rate on $250.0 and $50.0 of floating rate bank debt at 2.44% and 3.01%, respectively, 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 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 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.

In March 2004, the Company announced that its Board of Directors authorized an open market stock repurchase program of up to two million shares of the Company’s Common Stock during the period ending December 31, 2005. The timing and price of any purchases under the program will depend on market conditions. In March 2004, the Company purchased 530,800 shares of Common Stock for $16.2, or an average price of $30.47 per share.

The Company has not paid, and does not have any present intention to commence payment, of cash dividends on its common stock; however this policy will be reviewed on an ongoing basis. The Company expects that ongoing requirements for operating and capital expenditures, product development activities and debt service will be funded by internally generated cash flow and availability under the Company’s revolving credit facility. The Company may also use cash to fund part or all of the cost of future acquisitions.

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 in a designated pool of qualified accounts receivable. The agreement was amended in June 2004 to, among other things, extend its term for a three year period ending June 2007. The Company services, administers and collects the receivables on behalf of the purchaser. The agreement provides certain covenants and provides for various events of termination. At June 30, 2004, approximately $68.0 of receivables were sold under the agreement and therefore are not reflected in the accounts receivable balance in the accompanying Condensed Consolidated Balance Sheet.

Environmental Matters

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 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. in December 1999, with Honeywell being the surviving entity). 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 the Honeywell Agreement entered into in connection with the acquisition in 1987. For all 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 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.

Stock Split

On January 21, 2004, the Company announced a two-for-one 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 has been restated to reflect the effect of such stock split.

Safe Harbor Statement

Statements in this report that are not historical are “forward-looking” statements, which should be considered as subject to the many uncertainties that exist in the Company’s operations and business environment. These uncertainties, which include, among other things, economic and currency conditions, market demand and pricing and competitive and cost factors are set forth in the Company’s 2003 Annual Report on Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in the Company’s assessment of its sensitivity to foreign currency exchange rate risk since its presentation set forth, in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in its 2003 Annual Report on Form 10-K. Relative to interest rate risk, the Company completed a refinancing of its senior credit facilities during the second quarter of 2003 as discussed in liquidity and capital resources above. At June 30, 2004, the Company has interest rate swap agreements that fix the Company’s LIBOR interest rate on $250.0 and $50.0 of floating rate debt at 2.44% and 3.01%, respectively, expiring in May 2006 and June 2006, respectively. At June 30, 2004, the Company’s average LIBOR rate was 2.2%. A 10% change in the LIBOR interest rate at June 30, 2004 would have the effect of increasing or decreasing interest expense by approximately $.2. The Company does not expect changes in interest rates to have a material effect on income or cash flows in 2004, although there can be no assurances that interest rates will not significantly change.

Item 4. 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” (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly 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.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Inapplicable.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Repurchase of Equity Securities

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share			(c) Total Number of Shares Purchased as Part of Publicly Announced Plan		(d) Maximum Number of shares that May Yet Be Purchased Under the Plan
January 1, to January 31, 2004	—		—			—		—
February 1, to February 29, 2004	—		—			—		—
March 1, to March 31, 2004	530,800		$	30.47		530,800		1,469,200
April 1 to April 30, 2004	—		—			—		—
May 1 to May 31, 2004	—		—			—		—
June 1 to June 30, 2004	—		—			—		—
Total	530,800		$	30.47		530,800		1,469,200

On March 4, 2004, the Company announced that its Board of Directors authorized an open market stock repurchase program of up to 2.0 million shares (on a post-split basis) of its common stock during the period ending December 31, 2005.

Item 3. Defaults Upon Senior Securities

None

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

The annual meeting of stockholders was held on Wednesday, May 26, 2004. The following matters were submitted to and approved by the stockholders at the annual meeting:

(i) The election of three directors, Andrew E. Lietz, Martin H. Loeffler and Michael W. Michelson for three-year terms expiring in the year 2007. For Andrew E. Lietz, the votes were cast as follows: For—68,806,034, Withheld—4,351,791. For Martin H. Loeffler, the votes were cast as follows: For—68,072,977, Withheld—5,084,848. For Michael W. Michelson the votes were cast as follows: For—68,546,621, Withheld—4,611,204.

(ii) Ratification of Deloitte & Touche LLP as independent accountants of the Company. The votes were cast as follows: For—72,669,311, Against—480,555; Abstentions—7,959, No-Vote—0.

(iii) Ratification and approval of the increase in number of authorized shares. The votes were cast as follows: For—68,247,224, Against—4,888,474; Abstentions—22,127, No-Vote—0.

(iv) Ratification and approval of the 2004 Stock Option Plan for Directors of the Company. The votes were cast as follows: For—64,210,708, Against—4,759,380; Abstentions—30,096, No-Vote—4,157,641.

(v) Ratification and approval of the 2004 Executive Incentive Plan of the Company and its subsidiaries. The votes were cast as follows: For—70,422,020, Against—2,704,145; Abstentions—31,660, No-Vote—0.

The other directors whose term of office as a director continued after the meeting include Scott C. Nuttall, Dean H. Secord, James H. Greene, Jr., Andrew M. Clarkson, John R. Lord and Marc S. Lipschultz.

Item 5. Exhibits and Reports on Form 8-K

(a) 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		Amended and Restated Certificate of Incorporation, dated April 24, 2000 (filed as Exhibit 3.1 to the April 28, 2000 Form 8-K).*
3.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated May 26, 2004.**
3.3		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).*
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		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).*
10.3		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).*
10.4		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).*
10.5		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).*
10.6		Fifth Amendment to Amended and Restated Receivables Purchase Agreement dated as of May 19, 2004.**
10.7		Sixth Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 18, 2004.**
10.8		Seventh Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 18, 2004.**
10.9		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).*
10.10		First Amendment to Amended and Restated Purchase and Sale Agreement dated as of June 18, 2004.**
10.11		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).*

10.12		2001 Amphenol Incentive Plan (filed as Exhibit 10.5 to the December 31, 2001 10-K).*
10.13		2002 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 2001 10-K).*
10.14		2003 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 2003 10-K).*
10.15		The 2004 Amphenol Incentive Plan (filed as Exhibit 10.3 to the March 31, 2004 10-Q).*
10.16		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).*
10.17		Amphenol Corporation Supplemental Employee Retirement Plan formally adopted effective January 25, 1996 (filed as Exhibit 10.18 to the 1996 10-K).*
10.18		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).*
10.19		Management Agreement between the Company and Dr. Martin H. Loeffler, dated July 28, 1987 (filed as Exhibit 10.7 to the 1987 Registration Statement).*
10.20		Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 10-K).*
10.21		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).*
10.22		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).*
10.23		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).*
10.24		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).*
10.25		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).*
10.26		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).*
10.27		1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.16 to the June 30, 1997 10-Q).*
10.28		Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.19 to the June 30, 1998 10-Q).*
10.29		The Second Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.1 to the March 31, 2004 10-Q)*
10.30		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).*
10.31		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).*
10.32		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).*

10.33		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).*
10.34		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).*
10.35		Second Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries.**
10.36		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).*
10.37		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).*
10.38		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).*
10.39		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).*
10.40		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).*
10.41		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).*
10.42		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)*
10.43		First Amendment to Credit Agreement dated as of November 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).*
10.44		The 2004 Stock Option Plan for Directors of Amphenol Corporation.**
10.45		The 2004 Amphenol Executive Incentive Plan.**
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 the Sarbanes-Oxley Act of 2002. **
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

* Incorporated herein by reference as stated.

** Filed herewith.

(b) Reports on Form 8-K

(1) Report dated April 21, 2004 reporting certain information under Item 7 and 9 and filing as an exhibit a press release issued by the Company on April 21, 2004 containing such information.

SIGNATURE

Pursuant to the requirements 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.

				Amphenol Corporation
		By:		/s/ Edward G. Jepsen
				Edward G. Jepsen Executive Vice President and Chief Financial Officer

Date: August 9, 2004

Exhibit Index

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		Amended and Restated Certificate of Incorporation, dated April 24, 2000 (filed as Exhibit 3.1 to the April 28, 2000 Form 8-K).*
3.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated May 26, 2004.**
3.3		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).*
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		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).*
10.3		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).*
10.4		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).*
10.5		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).*
10.6		Fifth Amendment to Amended and Restated Receivables Purchase Agreement dated as of May 19, 2004.**
10.7		Sixth Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 18, 2004.**
10.8		Seventh Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 18, 2004.**
10.9		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).*
10.10		First Amendment to Amended and Restated Purchase and Sale Agreement dated as of June 18, 2004.**
10.11		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).*
10.12		2001 Amphenol Incentive Plan (filed as Exhibit 10.5 to the December 31, 2001 10-K).*
10.13		2002 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 2001 10-K).*
10.14		2003 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 2003 10-K).*

10.15		The 2004 Amphenol Incentive Plan (filed as Exhibit 10.3 to the March 31, 2004 10-Q).*
10.16		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).*
10.17		Amphenol Corporation Supplemental Employee Retirement Plan formally adopted effective January 25, 1996 (filed as Exhibit 10.18 to the 1996 10-K).*
10.18		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).*
10.19		Management Agreement between the Company and Dr. Martin H. Loeffler, dated July 28, 1987 (filed as Exhibit 10.7 to the 1987 Registration Statement).*
10.20		Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 10-K).*
10.21		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).*
10.22		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).*
10.23		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).*
10.24		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).*
10.25		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).*
10.26		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).*
10.27		1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.16 to the June 30, 1997 10-Q).*
10.28		Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.19 to the June 30, 1998 10-Q).*
10.29		The Second Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.1 to the March 31, 2004 10-Q)*
10.30		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).*
10.31		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).*
10.32		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).*
10.33		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).*

10.34		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).*
10.35		Second Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries.**
10.36		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).*
10.37		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).*
10.38		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).*
10.39		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).*
10.40		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).*
10.41		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).*
10.42		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)*
10.43		First Amendment to Credit Agreement dated as of November 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).*
10.44		The 2004 Stock Option Plan for Directors of Amphenol Corporation.**
10.45		The 2004 Amphenol Executive Incentive Plan.**
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 the Sarbanes-Oxley Act of 2002. **
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

* Incorporated herein by reference as stated.

** Filed herewith.

Exhibit 3.2

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

AMPHENOL CORPORATION

Amphenol Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBYCERTIFY:

FIRST: That by unanimous written consent of the Board of Directors of the corporation resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation to be further amended by changing the Fourth Article thereof so that, as amended said Article shall be and read as follows:

“FOURTH: The total number of shares of stock that the Corporation is authorized to issue is 200,000,000 shares of Class A Common Stock, par value $.001 each.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, an Annual Meeting of the Stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware

FOURTH: That this Certificate of Amendment of the Amended and Restate Certificate of Incorporation shall be effective on or about May 26, 2004.

IN WITNESS WHEREOF, said Amphenol Corporation has caused this certificate to be signed by Edward C. Wetmore, its Vice President, Secretary & General Counsel, this 26 ^th day of May 2004.

	AMPHENOL CORPORATION

	By
		Edward C. Wetmore
		Vice President, Secretary
		& General Counsel

Exhibit 10.6

FIFTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT , dated as of May 19, 2004 (this “ Amendment ”), is entered into among AMPHENOL FUNDING CORP. , a Delaware corporation (the “ Seller ”), AMPHENOL CORPORATION , a Delaware corporation (“ Amphenol ”), FAIRWAY FINANCE COMPANY, LLC (as successor to Pooled Accounts Receivable Capital Corporation), a Delaware limited liability company (the “ Purchaser ”), and HARRIS NESBITT CORP. (formerly, Nesbitt Burns Securities, Inc.), a Delaware corporation, as the agent for the Purchaser (in such capacity, the “ Agent ”).

RECITALS:

WHEREAS , the Seller, Amphenol, the Purchaser and the Agent are parties to the Amended and Restated Receivables Purchase Agreement dated as of May 19, 1997 (as amended through the date hereof, the “ Agreement” ); and

WHEREAS , the parties hereto desire to further amend the Agreement as hereinafter set forth.

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Defined Terms . Capitalized terms used but not defined herein have the meaning set forth in the Agreement and Appendix A thereto. In addition, the following terms have the following respective meanings:

2. Amendments .

(a) Section 1.02(a) of the Agreement is hereby amended and restated in its entirety as follows:

(a) Purchase Limit . The Aggregate Investment would exceed an amount (the “ Purchase Limit ”) equal to $85,000,000 as may be reduced pursuant to Section 1.06 ; or

(b) Section 1.05(a) of the Agreement is hereby amended and restated in its entirety as follows:

(a) The “ Commitment Termination Date ” shall be the earlier of (i) June 18, 2004 (as may be extended, the “ Scheduled Commitment Termination Date ”) and (ii) the date of termination of the Commitment pursuant to Section 1.06 or Section 9.02 .

3. Representations and Warranties . Each of the Seller (as to itself) and Amphenol (as to itself and with respect to each other Originator) hereby represents and warrants to the Purchaser and the Agent as follows:

(a) Representations and Warranties . The representations and warranties contained in Sections 6.01 and 6.02 of the Agreement are true and correct as of the date hereof.

(b) Enforceability . The execution and delivery by it of this Amendment, and the performance of its obligations under this Amendment and the Agreement, as amended hereby, are within its corporate powers and have been duly authorized by all necessary corporate action on its part. The Agreement (as amended hereby) is its valid and legally binding obligations, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(c) No Default . Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.

4. Effect of Amendment . All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “this Agreement,” “hereof,” “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.

5. Effectiveness . This Amendment shall become effective as of the date hereof upon receipt by the Agent of the following, in form and substance satisfactory to the Agent in its reasonable discretion:

(a) an original of (i) this Amendment and (ii) the Fee Letter, dated as of the date hereof, among Seller, Amphenol and the Agent (the “ Fee Letter ”), in each case duly executed and delivered by each of the parties hereto or thereto;

(b) evidence that the payment of all invoiced costs and expenses of the Purchaser, the Agent and their respective Affiliates (including, without limitation, the reasonable fees and expenses of counsel) pursuant to Section 14.06(a)(i) of the Agreement; and

6. Counterparts . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

7. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

8. Section Headings . The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

[signature pages follow]

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first written above.

	AMPHENOL FUNDING CORP.


	By:
	Name:
	Title:


	AMPHENOL CORPORATION

	By:
	Name:
	Title:

S-1

	FAIRWAY FINANCE COMPANY, LLC,
	as Purchaser


	By:
	Name:
	Title:

	HARRIS NESBITT CORP., as Agent


	By:
	Name:
	Title:

	By:
	Name:
	Title:

S-2

Exhibit 10.7

SIXTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT , dated as of June 18, 2004 (this “ Amendment ”), is entered into among AMPHENOL FUNDING CORP. , a Delaware corporation (the “ Seller ”), AMPHENOL CORPORATION , a Delaware corporation (“ Amphenol ”), FAIRWAY FINANCE COMPANY, LLC (as successor to Pooled Accounts Receivable Capital Corporation), a Delaware limited liability company (the “ Purchaser ”), and HARRIS NESBITT CORP. (formerly, Nesbitt Burns Securities, Inc.), a Delaware corporation, as the agent for the Purchaser (in such capacity, the “ Agent ”).

RECITALS:

WHEREAS , the parties hereto desire to further amend the Agreement as hereinafter set forth.

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. Amendment . Section 1.05(a) of the Agreement is hereby amended and restated in its entirety as follows:

(a) The “ Commitment Termination Date ” shall be the earlier of (i) July 16, 2004 (as may be extended, the “ Scheduled Commitment Termination Date ”) and (ii) the date of termination of the Commitment pursuant to Section 1.06 or Section 9.02 .

(a) Representations and Warranties . The representations and warranties contained in Sections 6.01 and 6.02 of the Agreement are true and correct as of the date hereof.

obligations, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(c) No Default . Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.

5. Effectiveness . This Amendment shall become effective as of the date hereof upon receipt by the Agent of an original of this Amendment duly executed and delivered by each of the parties hereto in form and substance satisfactory to the Agent in its reasonable discretion.

7. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[signature pages follow]

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first written above.

	AMPHENOL FUNDING CORP.


	By:
	Name:
	Title:

	AMPHENOL CORPORATION


	By:
	Name:
	Title:

S-1

	FAIRWAY FINANCE COMPANY, LLC,
	as Purchaser


	By:
	Name:
	Title:

	HARRIS NESBITT CORP., as Agent


	By:
	Name:
	Title:

	By:
	Name:
	Title:

S-2

Exhibit 10.8

SEVENTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT , dated as of June 18, 2004 (this “ Amendment ”), is entered into among AMPHENOL FUNDING CORP. , a Delaware corporation (the “ Seller ”), AMPHENOL CORPORATION , a Delaware corporation (“ Amphenol ”), FAIRWAY FINANCE COMPANY, LLC (as successor to Pooled Accounts Receivable Capital Corporation), a Delaware limited liability company (the “ Purchaser ”), and HARRIS NESBITT CORP. (formerly, Nesbitt Burns Securities, Inc.), a Delaware corporation, as the agent for the Purchaser (in such capacity, the “ Agent ”).

RECITALS:

WHEREAS , the parties hereto desire to further amend the Agreement as hereinafter set forth.

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. Amendments .

(a) Section 1.05(a) of the Agreement is hereby amended by deleting the date “July 16, 2004” therein and substituting the date “May 18, 2007” therefor.

(b) Section 11.01 of the Agreement is hereby amended by deleting the phrase “consent of the Agent” therein and substituting the phrase “consent of the Agent (such consent not to be unreasonably withheld)” therefor.

(c) Clause (iii) of the definition of “Defaulted Receivable” set forth in Appendix A to the Agreement is hereby amended and restated in its entirety as follows:

(iii) [Intentionally Omitted]

(d) Clause (iii) of the definition of “Eligible Receivable” set forth in Appendix A to the Agreement is hereby amended and restated in its entirety as follows:

(iii) the Obligor of which (A) is a United States resident (except pursuant to clause (xiii) ), (B) is not an Affiliate of Seller, any Originator or any other

Amphenol Person and (C) is not a government or a governmental subdivision or agency; provided , however , if the Obligor of a Receivable is a United States government or a United States governmental subdivision or agency, such Receivable shall be deemed to satisfy the requirements of this clause (C) to the extent that the sum of the Unpaid Balance of such Receivable when added to the Unpaid Balance of all other Receivables the Obligor of which is a United States government or a United States governmental subdivision or agency does not exceed 5% of the Purchase Limit at such time, as determined without giving effect to this proviso;

(e) Clause (xiii) of the definition of “Eligible Receivable” set forth in Appendix A to the Agreement is hereby amended and restated in its entirety as follows:

(xiii) the Obligor of which Receivable is not a United States resident if: (A) the Unpaid Balance of such Receivable, when added to the Unpaid Balance of all other Receivables (other than Receivables described in clauses (B) and (C) below) of all Obligors that are not United States residents, does not exceed 7.0% of the Purchase Limit, (B) such Receivable is backed by an irrevocable letter of credit issued by a bank or financial institution that is rated at least “A” by S&P and “A2” by Moody’s (a “ Rated L/C Bank ”), provided , that the Unpaid Balance of any such Receivable when added to the Unpaid Balance of all other Receivables backed by such Rated L/C Bank does not exceed 3% of the Purchase Limit or (C) such Obligor is a resident of a country whose sovereign rating is at least “AA” and “A-1” by S&P and “Aa2” and “P-1” by Moody’s; provided , that the Unpaid Balance of such Receivable when added to the Unpaid Balance of all other Receivables of such Obligor does not exceed 2% of the Purchase Limit, provided further , that the Unpaid Balance of such Receivable when added to the Unpaid Balance of all other Receivables of Obligors which are residents of any country with a sovereign rating as set forth in this clause (C) shall not exceed 17% of the Purchase Limit;

(f) Clause (xvi) of the definition of “Eligible Receivable” set forth in Appendix A to the Agreement is hereby amended by (i) deleting the percentage “10%” therein and substituting the percentage “12%” therefor and (ii) deleting period at the end thereof and substituting the phrase “; and” therefor.

(g) A new clause (xvii) is hereby added to the definition of “Eligible Receivable” set forth in Appendix A to the Agreement, to be and to read as follows:

(xvii) as to which no payments have been extended, or the terms of payment thereof rewritten (unless consented to by the Agent).

(h) Appendix A is hereby amended by adding the following definition where alphabetically appropriate:

“ Rated L/C Bank ” has the meaning set forth in clause (xiii) of the definition of “Eligible Receivable” set forth in this Appendix A .

(i) The definition of “Net Portfolio Balance” set forth in Appendix A to the Agreement is hereby amended and restated in its entirety as follows:

“ Net Portfolio Balance ” means, at any time, the Unpaid Balance of the Eligible Receivables in the Portfolio at such time, as reduced by the sum of the aggregate amount by which the Unpaid Balance of all Portfolio Receivables of each Obligor exceeds the Concentration Limit for such Obligor at such time. For purposes hereof, “ Concentration Limit ” for any Obligor means at any time the greater of (x) the Special Concentration Limit for such Obligor and (y) 3.5% of the Purchase Limit at such time so long as such Obligor is rated “Baa2” or higher by Moody’s and “BBB” or higher by S&P, and if not so rated, 3.0% of the Purchase Limit at such time. “ Special Concentration Limit ” for any Obligor means the amount designated as such by the Agent in a writing delivered to Seller (and approved by S&P and Moody’s); provided, however , until the Agent shall otherwise notify Seller in writing, the Special Concentration Limit for each of (a) Cap Stone, Inc. (so long as its subordinated debt is rated at least “Ba3” by Moody’s), Powell Electronics Corp. and Newark Electronics, Inc. shall be 3.5% and (b) Avnet, Inc. (so long as its senior unsecured debt is rated at least “Ba2” by Moody’s and at least “BBB-” by S&P), Dell, Inc. (so long as its senior unsecured debt is rated at least “A3” by Moody’s and at least “A-” by S&P) and Raytheon Company (so long as its senior unsecured debt is rated at least “Baa3” by Moody’s and at least “BBB-” by S&P) shall be 4%; and provided, further , it being understood and agreed that the Agent, in setting any Special Concentration Limit for any Obligor, shall be entitled to consider, among other things, the credit exposure of Purchaser and the Banks to such Obligor arising in connection with this Agreement and other agreements to which Purchaser is a party. In the case of any Obligor which is an Affiliate of any other Obligor (an “ Affiliated Obligor ”), the Concentration Limit, the Special Concentration Limit and the Receivables related thereto shall be calculated as if such Obligor and such Affiliated Obligor were one Obligor.

(j) Clause (b) of the definition of “Regulatory Change” set forth in Appendix A to the Agreement is hereby amended by deleting the period at the end thereof and substituting the phrase “; or” therefor.

(k) A new clause (c) and a new concluding paragraph are hereby added to the definition of “Regulatory Change” set forth in Appendix A to the Agreement:

(c) the issuance, publication or release of any regulation, interpretation, directive, requirement or request of a type described in clause (a)(ii) above to the effect that the obligations of any liquidity bank under the Liquidity Agreement are not entitled to be included in the zero percent category of off-balance sheet assets for purposes of any risk-weighted capital guidelines applicable to such liquidity provider or any related Affected Party.

For the avoidance of doubt, any interpretation of Account Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute a Regulatory Change.

(a) Representations and Warranties . The representations and warranties contained in Sections 6.01 and 6.02 of the Agreement are true and correct as of the date hereof.

(c) No Default . Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.

5. Effectiveness . This Amendment shall become effective as of the date hereof upon receipt by the Agent of the following, in form and substance reasonably satisfactory to the Agent:

(a) an original of this Amendment and the First Amendment, dated as of the date hereof, to the Purchase and Sale Agreement and all other documents, agreements and instruments contemplated hereby or thereby, in each case duly executed and delivered by each of the parties hereto or thereto;

(b) evidence of the payment of (1) the $127,500 balance of the “Amendment Fee” (as set forth in the Fee Letter) and (ii) all invoiced costs and expenses of the Purchaser, the Agent and their respective Affiliates (including, without limitation, the reasonable fees and expenses of counsel) pursuant to Section 14.06(a)(i) of the Agreement;

(c) evidence in form and substance satisfactory to the Agent of financing statements (Form UCC-1), to be filed as of the date hereof, as may be necessary or desirable, in

the opinion of the Agent, under the UCC of all appropriate jurisdictions to perfect Purchaser’s interests in all Participations in which an interest may be assigned to it or otherwise created or arising under the Agreement;

(d) Favorable opinions from:

(i) Pillsbury Winthrop LLP, counsel to Amphenol (as the Servicer), the Seller and the Originators; and

(ii) Edward C. Wetmore, General Counsel of Amphenol (as the Servicer), the Seller and the Originators;

(d) written confirmation from each rating agency rating the Purchaser’s Commercial Paper Notes to the effect that this Amendment will not result in a downgrade or withdrawal of the rating of such Commercial Paper Notes;

(e) a Periodic Report as of May 31, 2004; and

(f) such other information, documents and opinions as the Agent shall reasonably request.

6. Condition Subsequent . On or prior to thirty (30) days after the date hereof, Amphenol shall provide the Agent with duly executed copies of any additional Lock-box Agreements (in each case in form and substance reasonably satisfactory to the Agent) with each of the additional Lock-box Banks with respect to those certain additional originators being added pursuant to the First Amendment, dated as of the date hereof, to the Purchase and Sale Agreement. The failure to deliver such Lock-box Agreements by such date shall constitute a Termination Event under the Agreement.

7. Counterparts . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

8. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

9. Section Headings . The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first written above.

	AMPHENOL FUNDING CORP.


	By:
	Name:
	Title:


	AMPHENOL CORPORATION


	By:
	Name:
	Title:

S-1

	FAIRWAY FINANCE COMPANY, LLC,
	as Purchaser

	By:
	Name:
	Title:


	HARRIS NESBITT CORP., as Agent


	By:
	Name:
	Title:

	By:
	Name:
	Title:

S-2

Exhibit 10.10

FIRST AMENDMENT TO AMENDED AND RESTATED

PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT , dated as of June 18, 2004 (this “ Amendment ”), is entered into among AMPHENOL CORPORATION, a Delaware corporation (“ Amphenol ”), individually and as the Servicer, AMPHENOL INTERCONNECT PRODUCTS CORPORATION, a Delaware corporation (“ Amphenol Interconnect ”), SINE SYSTEMS CORPORATION (as successor to PYLE NATIONAL INC. and THE SINE COMPANIES, INC.), a Delaware corporation (“ Sine Systems ”), TIMES FIBER COMMUNICATIONS, INC., a Delaware corporation (“ Times Fiber ”) (Amphenol, Amphenol Interconnect, Sine Systems and Times Fiber are herein collectively called the “ Originators ” and individually called an “ Originator ”), ADVANCED CIRCUIT TECHNOLOGY, INC., a Delaware corporation (“ Advanced ”), AMPHENOL T&M ANTENNAS, INC., a Delaware corporation (“ T&M ”), AMPHENOL CONNEX CORPORATION, a Delaware corporation (“ Connex ”), AMPHENOL PCD, INC., a Delaware corporation (“ PCD ”), AMPHENOL ANTEL, INC., an Illinois corporation (“ Antel ”) (Advanced, T&M, Connex, PCD and Antel are herein collectively called the “ New Originators ” and individually called a “ New Originator ”), and AMPHENOL FUNDING CORP., a Delaware corporation (“ AFC ”).

RECITALS :

1. The parties hereto (other than the New Originators) are parties to the Amended and Restated Purchase and Sale Agreement dated as of May 19, 1997 (the “ Purchase and Sale Agreement ”);

2. Each party hereto desires to amend the Purchase and Sale Agreement to add the New Originators as Originators party thereto;

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Certain Defined Terms . Capitalized terms that are used but not defined herein have the meanings set forth in the Purchase and Sale Agreement and Appendix A thereto.

2. Joinder . Each New Originator, severally and for itself alone, hereby agrees to be bound by the terms and conditions of the Purchase and Sale Agreement (as amended hereby) and shall have all the rights and obligations of an Originator thereunder (and under any other Transaction Documents) to the same extent as if it were an original party thereto, effective upon the effectiveness of this Amendment.

3. Amendments .

(a) Each New Originator is hereby added as an “Originator” under the Purchase and Sale Agreement and each New Originator shall for all purposes be an Originator party to the Purchase and Sale Agreement and shall have all the rights and obligations of an Originator thereunder (and under any other Transaction Document) to

the same extent as if it were an original party thereto and all references to each “Originator” in the Purchase and Sale Agreement and the other Transactions Documents shall be deemed to include each New Originator.

(b) With respect to each New Originator, any references in the Purchase and Sale Agreement to “December 6, 1993” shall be deemed to be references to “June 18, 2004”; provided , however , that Section 1.2(a)(ii) of the Purchase and Sale Agreement and clause (i) of the definition of “AUB” set forth in Section 2.1 of the Purchase and Sale Agreement shall be deemed inapplicable with respect to the New Originators).

(c) With respect to each New Originator, the reference in Section 6.9 of the Purchase and Sale Agreement to “December 31, 1996” shall be deemed to be a reference to “June 18, 2004”.

(d) With respect to each New Originator, the reference in Section 6.15 of the Purchase and Sale Agreement to “December 3, 1988” shall be deemed to be a reference to “June 18, 1999”.

(e) The definition of “Originators” set forth in Appendix A to the Purchase and Sale Agreement is hereby amended and restated in its entirety as follows:

“ Originators ” means Amphenol, Amphenol Interconnect Products Corporation, a Delaware corporation, Sine Systems Corporation, a Delaware corporation, Times Fiber Communications, Inc., a Delaware corporation, Advanced Circuit Technology, Inc., a Delaware corporation, Amphenol T&M Antennas, Inc., a Delaware corporation, Amphenol Connex Corporation, a Delaware corporation, Amphenol PCD, Inc., a Delaware corporation, and Amphenol Antel, Inc., an Illinois corporation, together with their successors as permitted under the Purchase and Sale Agreement.

(f) Exhibit F to the Purchase and Sale Agreement is hereby amended and restated in its entirety as attached hereto.

(g) Exhibit G to the Purchase and Sale Agreement is amended and restated in its entirety as attached hereto.

(h) Exhibit H to the Purchase and Sale Agreement is amended and restated in its entirety as attached hereto.

4. Representations and Warranties . Each New Originator hereby makes, as of the date hereof, all of the representations and warranties set forth in Article VI of the Purchase and Sale Agreement (as amended hereby) and each Originator and New Originator hereby represents and warrants to the Purchaser and the Agent as follows:

(a) Representations and Warranties . The representations and warranties made by it in the Transactions Documents are true and correct as of the date hereof.

(b) Enforceability . The execution and delivery by it of this Amendment, and the performance of its obligations under this Amendment and the Purchase and Sale Agreement (as amended hereby) are within its corporate powers and have been duly authorized by all necessary corporate action on its part. The Purchase and Sale Agreement (as amended hereby) is its valid and legally binding obligations, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(c) No Default . Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event exists or shall exist.

5. Effect of Amendment . All provisions of the Purchase and Sale Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Purchase and Sale Agreement (or in any other Transaction Document) to “this Agreement,” “hereof,” “herein” or words of similar effect referring to the Purchase and Sale Agreement shall be deemed to be references to the Purchase and Sale Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Purchase and Sale Agreement other than as set forth herein.

6. Effectiveness . This Amendment shall become effective as of the date hereof upon receipt by the Agent of the following, in form and substance reasonably satisfactory to the Agent:

(a) an original of this Amendment duly executed and delivered by each of the parties hereto;

(b) an Originator Assignment Certificate duly completed, executed and delivered by each New Originator;

(d) an Originator Note in favor of AFC from each New Originator, each duly executed by such New Originator;

(e) evidence in form and substance satisfactory to the Agent of financing statements (Form UCC-1), to be filed as of the date hereof, as may be necessary or desirable, in the opinion of the Agent, under the UCC of all appropriate jurisdictions to perfect AFC’s ownership interest in all Receivables and such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest may be assigned to it hereunder;

(f) a written search report from a Person satisfactory to the Servicer and the Agent listing all effective financing statements that name any Originator or any New

Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing clause (e) and any additional jurisdictions as may be necessary or desirable, in the opinion of the Agent, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) , shall cover any Receivable or any right related to any Receivable or Related Security) which is to be sold to AFC hereunder, and (ii) tax and judgment lien search reports from a Person satisfactory to the Servicer and the Agent showing no evidence of such liens filed against any Originator or any New Originator;

(g) a copy of the resolutions of the Board of Directors of each New Originator, in each case approving this Amendment and any other agreements or documents and transactions contemplated hereby or thereby, and in each case certified by the Secretary of an Assistant Secretary of such Person;

(h) a good standing certificate for each New Originator issued as of a recent date acceptable to the Servicer by the Secretary of State of the jurisdiction of such Person’s incorporation;

(i) a certificate of the Secretary or an Assistant Secretary of each New Originator, in each case certifying the names and true signatures of the officers authorized on such Person’s behalf to sign the Transaction Documents to be delivered by it (on which certificates the Agent, the Servicer and AFC may conclusively rely until such time as the Agent and the Servicer shall receive from any such Person a revised certificate meeting the requirements of this paragraph);

(j) the certificate or articles of incorporation or other organizational document of each New Originator, duly certified by the Secretary of State (or analogous government authority) of the jurisdiction of its incorporation as of a recent date acceptable to the Agent, together with a copy of the by-laws of each New Originator, each duly certified by the Secretary or an Assistant Secretary of such New Originator;

(k) a certificate from an officer of each New Originator to the effect that the Servicer and such New Originator have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on each subsequent, data processing report that it generates which are of the type which any proposed purchaser or lender would use to evaluate the Receivables, the following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO AMPHENOL FUNDING CORP. PURSUANT TO AN AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 19, 1997, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AMONG AMPHENOL CORPORATION, CERTAIN OTHER ORIGINATORS, AND AMPHENOL FUNDING CORP.; AND UNDIVIDED, FRACTIONAL OWNERSHIP INTERESTS IN THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO FAIRWAY FINANCE COMPANY, LLC PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF MAY 19, 1997, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AMONG AMPHENOL FUNDING CORP., AMPHENOL CORPORATION, FAIRWAY

FINANCE COMPANY, LLC (AS SUCCESSOR TO POOLED ACCOUNTS RECEIVABLE CAPITAL CORPORATION), AND HARRIS NESBITT CORP. (F/K/A NESBITT BURNS SECURITIES, INC.), AS AGENT.”; and

(l) favorable opinions from:

(i) Pillsbury Winthrop LLP, counsel to the New Originators, Amphenol and the other Originators; and

(ii) Edward C. Wetmore, General Counsel of Amphenol, the New Originators and the other Originators.

7. Covenants . Within 60 days after the date hereof, each New Originator shall deliver to the Agent (with a copy for the Purchaser) a certificate from an authorized officer to the effect that: (a) the name of the renter of all post office boxes into which Collections of the Receivables originated by each New Originator may from time to time be mailed have been changed to the name of AFC (unless such post office boxes are in the name of the relevant Lock-box Banks) and (b) all relevant postmasters have been notified that each of the Servicer, each New Originator (as a Servicer Person) and the Agent are authorized to collect mail delivered to such post office boxes (unless such post office boxes are in the name of the relevant Lock-box Banks).

8. Counterparts . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

9. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

10. Section Headings . The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Purchase and Sale Agreement or any provision hereof or thereof.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first written above.

	AMPHENOL FUNDING CORP.


	By:
	Name:
	Title:


	AMPHENOL CORPORATION,
	individually and as Servicer


	By:
	Name:
	Title:


	AMPHENOL INTERCONNECT PRODUCTS CORPORATION


	By:
	Name:
	Title:


	SINE SYSTEMS CORPORATION


	By:
	Name:
	Title:


	TIMES FIBER COMMUNICATIONS, INC.


	By:
	Name:
	Title:

S-1

	ADVANCED CIRCUIT TECHNOLOGY, INC.


	By:
	Name:
	Title:

	Address:				358 Hall Avenue
					Wallingford, CT 06492
					Attention: Treasurer
	Facsimile:				(203) 265-8628

	AMPHENOL T&M ANTENNAS, INC.


	By:
	Name:
	Title:

	Address:				358 Hall Avenue
					Wallingford, CT 06492
					Attention: Treasurer
	Facsimile:				(203) 265-8628

	AMPHENOL CONNEX CORPORATION


	By:
	Name:
	Title:

	Address:				358 Hall Avenue
					Wallingford, CT 06492
					Attention: Treasurer
	Facsimile:				(203) 265-8628

S-2

	AMPHENOL PCD, INC.


	By:
	Name:
	Title:

	Address:				358 Hall Avenue
					Wallingford, CT 06492
					Attention: Treasurer
	Facsimile:				(203) 265-8628

	AMPHENOL ANTEL, INC.


	By:
	Name:
	Title:

	Address:				358 Hall Avenue
					Wallingford, CT 06492
					Attention: Treasurer
	Facsimile:				(203) 265-8628

S-3

ACKNOWLEDGED AND AGREED:


FAIRWAY FINANCE COMPANY, LLC, as Purchaser


By:
Name:
Title:


HARRIS NESBITT CORP., as Agent


By:
Name:
Title:


By:
Name:
Title:

S-4

EXHIBIT F

to Purchase and Sale Agreement

MATERIAL PROCEEDINGS

None, except as described in the most recent Annual Report filed by Amphenol Corporation and each Originator and New Originator on Form 10-K with the Securities and Exchange Commission, as supplemented by subsequent filings by Amphenol Corporation and each Originator on Forms 10-Q and Forms 8-K, if any.

F-1

EXHIBIT G

to Purchase and Sale Agreement

OFFICE LOCATIONS

1. Amphenol Corporation – HQ

358 Hall Avenue

Wallingford, CT 06492

(Division) RF – Plant

4 Old Newtown Road

Danbury, CT 06810

(Division) AAO – Plant

40-60 Delaware Street

Sidney, NY 13838

(Division) Spectra Strip – Plant

720 Sherman Avenue

Hamden, CT 06514

(Division) FOP – Plant

1925A Ohio Street

Lisle, IL 60532

2. Amphenol Funding Corp. – HQ

358 Hall Avenue

Wallingford, CT 06492

3. Amphenol Interconnect Products Corporation

HQ and Plant

20 Valley Street

Endicott, NY 13760

4. Sine Systems Corporation

HQ and Plant

25325 Joy Boulevard

Mt. Clemens, MI 48046

5. Times Fiber Communications, Inc.

TFC – HQ

358 Hall Avenue

Wallingford, CT 06492

G-1

TFC – Plant

380 Tightsqueeze Industrial Road

Chatham, VA 24531

6. Advanced Circuit Technology

HQ and Plant

118 Northeastern Boulevard

Nashua, NH 03062

7. Amphenol Antel, Inc.

HQ and Plant

1300 Capital Drive

Rockford, IL 61109

8. Amphenol Connex Corporation

HQ and Plant

11969 Challenger Court

Moorpark, CA 93021

9. Amphenol T&M Antennas, Inc.

HQ and Plant

825 Corporate Woods Parkway

Vernon Hills, IL 60061

10. Amphenol PCD, Inc.

HQ and Plant

Two Technology Drive

Peabody, MA 01960

G-2

EXHIBIT H

to Purchase and Sale Agreement

TRADE NAMES AND CORPORATE REORGANIZATIONS

Legal Entity		Trade Names

Amphenol Corporation		Amphenol Corporation
		Spectra-Strip

Amphenol Interconnect Products Corporation		Amphenol Interconnect Products Corporation
		AIPC

Times Fiber Communications, Inc.		Times Fiber Communications, Inc.
		TFC

H-1

Sine Systems Corporation		Pyle-National
		Sine Systems Corporation

Advanced Circuit Technology, Inc.		Advanced Circuit Technology, Inc.
		Advanced Circuit Technology
		ACT

Amphenol T&M Antennas, Inc.		Amphenol T&M Antennas, Inc.
		Amphenol T&M Antennas
		Amphenol T&M
		T&M Antennas
		T&M
		ATM

Amphenol Connex Corporation		Amphenol Connex Corporation
		Amphenol Connex
		Connex
		Connex Connector
		Connex Connector Corporation

Amphenol PCD, Inc.		Amphenol PCD, Inc.
		Amphenol PCD
		APCD
		PCD

Amphenol Antel, Inc.		Amphenol Antel, Inc.
		Amphenol Antel
		Antel

H-2

1. Sine and Pyle-National

Amphenol Corporation acquired all of the outstanding shares of the Sine Companies, a Michigan corporation, as of September 26, 1996. Pursuant to an Agreement and Plan of Merger between the Sine Companies, Inc. (“Sine”) and Pyle-National Inc. (“Pyle-National”) dated June 30, 1997, Sine was merged with and into Pyle-National and a Certificate of Merger was filed (in Delaware) on August 6, 1997. Pyle-National was the surviving corporation and its name was changed to Sine Systems*Pyle Connectors Corporation. The name of the Company was changed again on June 11, 2002 to Sine Systems Corporation.

2. Connex Connector and Amphenol Connex

Amphenol Corporation acquired all of the outstanding shares of Connex Connector Corporation, a California corporation, as of February 23, 1999. Amphenol Corporation formed Amphenol Connex Corporation, a Delaware corporation, and Connex Connector Corporation was merged with and into Amphenol Connex Corporation and a Certificate of Merger was filed on April 4, 2003. Amphenol Connex Corporation was the surviving corporation.

H-3

Exhibit 10.35

THE SECOND AMENDED 2000 STOCK PURCHASE AND OPTION PLAN

FOR KEY EMPLOYEES OF

AMPHENOL AND SUBSIDIARIES

1. Purpose of Plan

The Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “Plan”) is designed:

(a) to promote the long term financial interests and growth of Amphenol Corporation (the “Corporation”) and its subsidiaries by attracting and retaining management personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Corporation’s business;

(b) to motivate management personnel by means of growth-related incentives to achieve long range goals; and

(c) to further the alignment of interests of participants with those of the stockholders of the Corporation through opportunities for increased stock, or stock-based, ownership in the Corporation.

2. Definitions

As used in the Plan, the following words shall have the following meanings:

(a) “Board of Directors” means the Board of Directors of the Corporation.

(b) “Code” means the Internal Revenue Code of 1986, as amended.

(c) “Committee” means the Compensation Committee of the Board of Directors.

(d) “Common Stock” or “Share” means Series A Common Stock of the Corporation which may be authorized but unissued, or issued and reacquired.

(e) “Employee” means a person, including an officer, in the regular full-time employment of the Corporation or one of its Subsidiaries who, in the opinion of the Committee, is, or is expected to be, primarily responsible for the management, growth or protection of some part or all of the business of the Corporation.

(f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(g) “Fair Market Value” means such value of a Share as reported for stock exchange transactions and/or determined in accordance with any applicable resolutions or regulations of the Committee in effect at the relevant time.

(h) “Grant” means an award made to a Participant pursuant to the Plan and described in Paragraph 5, including, without limitation, an award of a Non-Qualified Stock Option or Purchase Stock or a combination thereof. A “Grant” does not include an award of stock appreciation rights, dividend equivalent rights, restricted stock, performance units, performance shares or any other stock-based grants.

(i) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.

(j) “Management Stockholders’ Agreement” means an agreement between the Corporation and a Participant that sets forth the terms and conditions and limitations applicable to any Shares purchased pursuant to this Plan.

(k) “Option” means an option to purchase shares of the Common Stock which will not be an “incentive stock option” (within the meaning of Section 422 of the Code).

(l) “Participant” means an Employee, or other person having a unique relationship with the Corporation or one of its Subsidiaries, to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan; provided, however, that a non-employee director of the Corporation or one of its Subsidiaries may not be a Participant.

(m) “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Corporation 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.

3. Administration of Plan

(a) The Plan shall be administered by the Committee. None of the members of the Committee shall be eligible to be selected for Grants under the Plan, or have been so eligible for selection within one year prior thereto; provided, however, that the members of the Committee shall qualify to administer the Plan for purposes of Rule 16b-3 (and any other applicable rule) promulgated under Section 16(b) of the Exchange Act to the extent that the Corporation is subject to such rule. The Committee may adopt its own rules of procedure, and action of a majority of the members of the Committee taken at a meeting, or action taken without a meeting by unanimous written consent, shall constitute action by the Committee. The Committee shall have the power and authority to administer, construe and interpret the Plan, to make rules for carrying it out and to make changes in such rules. Any such interpretations, rules and administration shall be consistent with the basic purposes of the Plan.

(b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Corporation its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants who are subject to Section 16 of the Exchange Act.

(c) The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Corporation, and the officers and directors of the Corporation shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Corporation 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 Grants, and all members of the Committee shall be fully protected by the Corporation with respect to any such action, determination or interpretation.

4. Eligibility

The Committee may from time to time make Grants under the Plan to such Employees, or other persons having a unique relationship with Corporation or any of its Subsidiaries, and in such form and having such terms, conditions and limitations as the Committee may determine. No Grants may be made

under this Plan to non-employee directors of Corporation or any of its Subsidiaries. Grants may be granted singly, in combination or in tandem. The terms, conditions and limitations of each Grant under the Plan shall be set forth in an Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan and if applicable the Management Stockholders’ Agreement.

5. Grants

From time to time, the Committee will determine the forms and amounts of Grants for Participants which grants may only include Non-Qualified Stock Options and/or Purchase Stock as setforth below. Such Grants may take the following forms in the Committee’s sole discretion:

(a) Non-Qualified Stock Options - These are options to purchase Common Stock which are not designated by the Committee as incentive stock options. At the time of the Grant the Committee shall determine, and shall include in the Grant Agreement or other Plan rules, the option exercise period, the option price, and such other conditions or restrictions on the grant or exercise of the option as the Committee deems appropriate, which may include the requirement that the grant of options is predicated on the acquisition of Purchase Shares under Paragraph 5(d) by the Optionee. In addition to other restrictions contained in the Plan, an option granted under this Paragraph 5(a): (i) may not be exercised more than 10 years after the date it is granted and (ii) may not have an option exercise price less than the closing price of the Common Stock as reported by the New York Stock Exchange on the date the option is granted. Payment of the option price shall be made in cash or in shares of Common Stock, or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and of any applicable guidelines of the Committee in effect at the time.

(b) Purchase Stock - Purchase Stock refers to shares of Common Stock offered to a Participant at such price as determined by the Committee, the acquisition of which will make him eligible to receive under the Plan, including, but not limited to, Non-Qualified Stock Options; provided , however , that the price of such Purchase Shares may not be less than the closing price of the Common Stock as reported by the New York Stock Exchange on the date such shares of Purchase Stock are offered.

6. Limitations and Conditions

(a) The number of Shares available for Grants under this Plan shall be 8,000,000 Shares of the authorized Common Stock as of the effective date of the Plan. The number of Shares subject to Options under this Plan to any one Participant shall not be more than 2,000,000 Shares. Unless restricted by applicable law, Shares related to Grants that are forfeited, terminated, cancelled or expire unexercised, shall immediately become available for Grants.

(b) No Grants shall be granted under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants granted on or before the expiration of the Plan may extend beyond such expiration. At the time a Grant is granted or amended or the terms or conditions of a Grant are changed, the Committee may provide for limitations or conditions on such Grant or purchase consistent with the terms of the Management Stockholders’ Agreement.

(c) Nothing contained herein shall affect the right of the Corporation to terminate any Participant’s employment at any time or for any reason.

(d) Other than as specifically provided with regard to the death of a Participant, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

(e) Participants shall not be, and shall not have any of the rights or privileges of, stockholders of the Corporation in respect of any Shares purchasable in connection with any Grant unless and until certificates representing any such Shares have been issued by the Corporation to such Participants.

(f) No election as to benefits or exercise of Options or other rights may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.

(g) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Corporation or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

(h) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Corporation or any of its Subsidiaries, nor shall any assets of the Corporation or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Corporation’s obligations under the Plan.

7. Transfers and Leaves of Absence

For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of separation among the Corporation and any Subsidiary shall not be deemed a termination of employment, and (b) a Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ of the Corporation during such leave of absence.

8. Adjustments

(a) In the event of any change in the outstanding Common Stock by reason of a stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization or merger, change of control, or similar event, the Committee may adjust appropriately the number of Shares subject to the Plan and available for or covered by Grants and exercise prices related to outstanding Grants and make such other revisions to outstanding Grants as it deems are equitably required.

(b) In the event that the Participant’s right to require the Company to purchase his or her Shares or Options or the Company’s right to require the Participant to sell his or her Shares or Options, as provided in Sections 5 and 6, respectively, of the form of Management Stockholder’s Agreement attached hereto as Exhibit A, or the Company’s Right of First Refusal as provided in Section 4 of the form of Management Stockholder’s Agreement , gives rise to adverse accounting consequences to the Company in respect of the treatment of Options granted pursuant to the Plan, the Committee may, in its sole discretion, adjust the timing of the exercisability of such outstanding Options to avoid such adverse accounting consequences.

9. Merger, Consolidation, Exchange,

Acquisition, Liquidation or Dissolution

In its absolute discretion, and on such terms and conditions as it deems appropriate, coincident with or after the grant of any Option, the Committee may provide that such Option cannot be exercised after the merger or consolidation of the Corporation into another corporation, the exchange of all or substantially all of the assets of the Corporation for the securities of another corporation, the acquisition by another corporation of 80% or more of the Corporation’s then outstanding shares of voting stock or the recapitalization, reclassification, liquidation or dissolution of the Corporation (a “Transaction”), and if the Committee so provides, it shall, on such terms and conditions as it deems appropriate, also provide, either by the terms of such Option or by a resolution adopted prior to the occurrence of such Transaction, that, for some reasonable period of time prior to such Transaction, such Option shall be exercisable as to all shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Paragraph 6(b)) and that, upon the occurrence of such event, such Option shall terminate and be of no further force or effect; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Option shall remain exercisable after any such event, from and after such event, any such Option shall be exercisable only for the kind and amount of securities and/or other property, or the cash equivalent thereof, receivable as a result of such event by the holder of a number of shares of stock for which such Option could have been exercised immediately prior to such event.

10. Amendment and Termination

The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that, except for adjustments under Paragraph 8 or 9 hereof, no such action shall modify such Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant.

The Board of Directors may amend, suspend or terminate the Plan except that no such action, other than an action under Paragraph 8 or 9 hereof, may be taken which would, without shareholder approval, increase the aggregate number of Shares subject to Grants under the Plan, decrease the exercise price of outstanding Options or Stock Appreciation Rights, change the requirements relating to the Committee or extend the term of the Plan.

Without limiting the generality of the foregoing, the Plan shall not be materially amended without Stockholder approval.

11. Foreign Options and Rights

The Committee may make Grants to Employees who are subject to the laws of nations other than the United States, which Grants may have terms and conditions that differ from the terms thereof as provided elsewhere in the Plan for the purpose of complying with foreign laws.

12. Withholding Taxes

The Corporation shall have the right to deduct from any cash payment made under the Plan any federal, state or local income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Corporation to deliver shares upon the exercise of an Option that the Participant pay to the Corporation such amount as may be requested by the Corporation for the purpose of satisfying any liability for such withholding taxes. Any Grant Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Grant Agreement, to pay a portion or all of such withholding taxes in shares of Common Stock.

13. Effective Date and Termination Dates

The Plan shall be effective on and as of the date of its approval by the stockholders of the Corporation and shall terminate ten years later, subject to earlier termination by the Board of Directors pursuant to Paragraph 10.

Exhibit 10.44

THE 2004 STOCK OPTION PLAN FOR

DIRECTORS OF AMPHENOL CORPORATION

I. PURPOSE OF PLAN; DEFINITIONS.

1.1 Purpose .

The purpose of the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “Plan”) is to strengthen Amphenol Corporation, a Delaware corporation (the “Company”), by providing an additional means of attracting, retaining and compensating highly qualified individuals for service as members of the Board of Directors of the Company. The Plan enables non-employee directors to increase their ownership of the Company’s common stock, allowing them to have a greater personal financial stake in the Company and underscoring their common interest with stockholders in increasing the value of the Company’s common stock in the long term.

1.2 Definitions .

For purposes of this Plan, the following terms shall be defined as indicated, unless otherwise clearly required by the context in which the term appears:

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

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

“ Common Stock ” shall mean the authorized and issuable common stock of the Company ($.01 par value).

“ Fair Market Value ” shall mean (i) the closing price for the Common Stock on the composite tape of the New York Stock Exchange, (ii) if the stock is no longer listed or admitted to trade on the New York Stock Exchange, the closing price for the Common Stock as furnished by the National Association of Securities Dealers, Inc. through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or (iii) if the Common Stock is no longer listed or admitted to trade on any national securities exchange and if sales prices for the Common Stock are not so furnished through NASDAQ or a similar organization, the fair market value of the Common Stock, as determined in good faith by the Board of Directors or an authorized committee thereof in such manner as it deems appropriate, taking into consideration, among other things, recent sales of the Common Stock.

“ Non-Employee Director ” shall mean each member of the Board of Directors who is not a current employee or a current officer of the Company or any of its Subsidiaries.

“ Nonstatutory Options ” shall mean an option granted pursuant to the Plan which does not qualify as an incentive stock option under Section 422 of the Code.

“ Option(s) ” shall mean option(s) to purchase Common Stock under this Plan.

“ Option Price ” shall have the meaning set forth in Section 3.2 hereof.

“ Person ” shall mean any individual, partnership, joint venture, corporation, association, trust, or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

II. ADMINISTRATION; PARTICIPATION.

2.1 Administration .

This Plan shall be administered by the Board of Directors. Subject to the express provisions of this Plan, the Board of Directors shall have the authority to construe and interpret this Plan and any agreements defining the rights and obligations of the Company and participants under this Plan, to further define the terms used in this Plan, to prescribe, amend and rescind rules and regulations relating to the administration of this Plan and to make all other determinations necessary or advisable for the administration of this Plan. The determinations of the Board of Directors on the foregoing matters shall be conclusive.

2.2. Participation .

All Non-Employee Directors shall be eligible to participate in this Plan.

2.3 Stock Subject to the Plan .

Subject to Section 4.1 hereof, the stock to be offered under this Plan shall be shares of authorized but unissued Common Stock or Common Stock held in treasury. The aggregate amount of Common Stock to be delivered upon exercise of Options granted under the Plan shall not exceed the sum of 250,000 shares of Common Stock. Such amount of Common Stock is hereby reserved for issuance under this Plan. If any Option shall expire or terminate for any reason without having been fully exercised, the unexercised shares subject thereto shall again be available for the purposes of this Plan.

2.4 Stock Option Agreements .

Each Option granted pursuant to this Plan shall be evidenced by a written stock option agreement (any of which are at times herein referred to as an “Option Agreement” or, collectively, as “Option Agreements”).

III. OPTIONS.

3.1 Annual Grant of Nonstatutory Options .

Only Nonstatutory Options may be granted under this Plan. On the first business day following the day of each annual meeting of the stockholders of the Company beginning in 2004, each person who is then a Non-Employee Director shall automatically and without further action

by the Board of Directors be granted a Nonstatutory Option to purchase 4,000 shares of Common Stock, subject to adjustment and substitution as set forth in Article IV. If the number of shares then remaining available for the grant of stock options under the Plan is not sufficient for each Non-Employee Director to be granted an Option for 4,000 shares (or the number of adjusted or substituted shares pursuant to Article IV), then each Non-Employee Director shall be granted an Option for a number of whole shares equal to the number of shares then remaining available divided by the number of Non-Employee Directors, disregarding any fractions of shares.

3.2 Option Price .

Except as otherwise provided herein, the purchase price per share of the Common Stock covered by each Option (the “Option Price”) shall be one hundred percent (100%) of the Fair Market Value on the date of grant. The Option Price of any share purchased shall be paid in full at the time of each purchase in cash, by check, or, provided that all necessary regulatory approvals have been received, and provided further that the Option Agreement provides for such exercise, the person exercising the Option may deliver in payment of all or a portion of the Option Price certificates for other shares of Common Stock that have been held by such person for at least six (6) months (such other shares shall be valued at the Fair Market Value of such Common Stock as of the date of exercise of the Option).

3.3 Option Period .

Except as otherwise provided herein or as otherwise determined by the Board of Directors, each Option and all rights or obligations thereunder shall expire on such date as shall be provided in the Option Agreement, but not later than the tenth anniversary of the date on which the Option is granted and shall be subject to earlier termination as hereinafter provided.

3.4 Exercise of Options .

Each Option shall become vested and exercisable in accordance with the following schedule:

1 ^st anniversary of grant date	33 1/3	%
2 ^nd anniversary of grant date	66 2/3	%
3 ^rd anniversary of grant date	100	%

Notwithstanding the foregoing, Options shall become fully vested and exercisable upon the holder’s permanent disability (as defined in Section 3.7), death or retirement from the Board of Directors. “Retirement” shall mean a Non-Employee Director’s resignation or removal from the Board of Directors at any time after he or she has attained age 72 or completed five years of service as a Non-Employee Director following the date of the initial Grant of an Option to such Non-Employee Director under the Plan. If an Option holder ceases to be a Director of the Company for any reason other than permanent disability, death or retirement, the Board of Directors, in its discretion, may determine that any outstanding Option shall become fully vested and exercisable.

If the holder of an Option shall not purchase all of the shares which the holder is entitled to purchase, the holder’s right to purchase any shares not so purchased shall continue until the expiration or earlier termination of the holder’s Option. No Option shall be exercisable except in

respect of whole shares, and fractional share interests shall be disregarded except that they may be accumulated in accordance with the previous sentence of this Section 3.4. No fewer than 100 shares may be purchased at one time unless the number purchased is the total number at the time available for purchase under the Option. The Board of Directors may impose such conditions or limitations, as shall be specified in the applicable Option Agreement, on the sale or transfer of Common Stock acquired upon exercise of an Option as it may deem necessary or desirable.

An Option shall be deemed to be exercised when the Secretary of the Company receives written notice of such exercise from the person entitled to exercise the Option, together with payment in full of the Option Price made in accordance with Section 3.2 of this Plan and all applicable withholding taxes.

3.5 Nontransferability of Options .

An Option granted under this Plan shall, by its terms, be nontransferable by the grantee other than by will or the laws of descent and distribution, and shall be exercised during the grantee’s lifetime only by the grantee or a duly appointed guardian or personal representative.

3.6 Cessation of Service .

Except as provided in Sections 3.7, 3.8 and 3.9 hereof, if an Option holder ceases to be a Director of the Company, the Option holder shall have 180 days, or such other period established by the Board of Directors from the date on which such Option holder ceases to be a Director of the Company to exercise his or her option, to the extent, and only to the extent, the Option had become exercisable prior to the date of such cessation of service.

3.7 Permanent Disability of Non-Employee Director .

If an Option holder is no longer a Non-Employee Director as a result of permanent disability (as defined below), the holder shall have twelve (12) months, or such shorter period as is provided in the Option Agreement, from the date of cessation of service to exercise his or her Option. The Option shall expire at the end of such 12-month period (or such shorter period as is provided in the Option Agreement or as provided pursuant to Section 3.3 hereof) to the extent not exercised within that period. As used herein, “permanent disability” shall mean the inability of an Option holder by reason of illness or injury to perform substantially all of his or her duties as a Non-Employee Director during any continued period of one hundred eighty (180) days.

3.8 Death of Non-Employee Director .

If an Option holder dies while a Non-Employee Director of the Company or during the periods described in Section 3.6 or 3.7 hereof, the holder’s Option shall be exercisable during the 12-month period, or such shorter period as is provided in the Option Agreement, following the holder’s death, by the executor of the holder’s will, the administrator of the holder’s estate, or as otherwise provided in the Option Agreement, (and not otherwise, regardless of any community property or other interest therein of the spouse of the holder or such spouse’s successor in interest), provided that in no event shall the Option be exercised after the period provided for in Section 3.3 hereof. Unless sooner terminated pursuant to the Plan, the Option shall expire at the end of such twelve-month period (or such shorter period as is provided in the Option Agreement

or as is provided pursuant to Section 3.3 hereof) to the extent not exercised within that period. In the event that the holder’s spouse shall have acquired a community property interest in the Option, the holder, the executor of the holder’s will, the administrator of the holder’s estate, or such other Person as is otherwise provided in the Option Agreement, may exercise the option on behalf of the spouse of the holder or such spouse’s successor in interest.

3.9 Retirement of Non-Employee Director .

If an Option holder is no longer a Non-Employee Director of the Company due to retirement at age 72 or such other age as may be approved by the Board of Directors, the holder’s Option shall be exercisable during the 12-month period, or such shorter period as is provided in the Option Agreement, following the holder’s retirement, provided that in no event shall the Option be exercised after the period provided in Section 3.3 hereof. The Option shall expire at the end of such 12-month period (or such shorter period as is provided in the Option Agreement or as provided pursuant to Section 3.3 hereof) to the extent not exercised within that period.

IV. OTHER PROVISIONS.

4.1 Adjustments Upon Changes in Capitalization and Ownership .

Subject to Section 4.2 below, if the outstanding shares of Common Stock are increased, decreased or changed into, or exchanged for, a different number or kind of shares or securities of the Company through a reorganization or merger in which the Company is the surviving entity, combination, recapitalization, reclassification, stock split-up, reverse stock split, stock dividend, stock consolidation or otherwise, an appropriate and proportionate adjustment shall be made in the number and kind of shares for which Options may be granted as set forth in Section 2.3 hereof. A corresponding adjustment changing the number or kind of shares and the exercise price per share allocated to unexercised Options or portions thereof, which shall have been granted prior to any such change shall also be made.

Upon the dissolution or liquidation of the Company, or, subject to Section 4.2 below, upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, in which such surviving corporation (or an affiliate), if applicable, does not assume all obligations of the Company under this Plan and substitute for the unexercised Options granted under the Plan options to purchase securities of such surviving corporation having a value substantially equivalent to or greater than the Common Stock issuable upon exercise of such Options and on terms substantially the same as or better than those granted under the Plan, such Options shall become immediately exercisable upon the occurrence of such an event, but in no event may such Options be exercised after the exercise period specified in each individual Option Agreement.

Adjustments under this Section 4.1 shall be made by the Board of Directors or an authorized committee thereof, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional shares of Common Stock shall be issued under this Plan on account of any such adjustment. If for any reason any person becomes entitled to any interest in a fractional share, a cash payment shall be made of an equivalent value of such interest.

4.2 Change of Control .

(a) The Board of Directors, in its sole discretion, may determine at the time of (or at any time after) the grant of an Option, that upon a Change of Control of the Company, that any outstanding Option shall become vested and exercisable by the holder thereof upon the terms and conditions of the Plan and the Option Agreement, provided, however , the Board of Directors or an authorized committee thereof may, in its discretion, take one or more of the actions described in Section 4.2(b) in connection with a Change of Control. A “ Change of Control ” shall mean the occurrence of any of the following events:

(i) Upon consummation of a reorganization, merger or consolidation (a “ Business Combination ”), in each case, unless, following such Business Combination:

(A) the individuals and entities who were the beneficial owners, respectively, of the then outstanding shares of Common Stock of the Company (the “ Outstanding Common Stock ”) and the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”) immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be; and

(B) no Person (as defined in subparagraph (iii) below) (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such other corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation, except to the extent that such ownership of Outstanding Common Stock or Outstanding Voting Securities existed prior to the Business Combination; and

(C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board of Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(ii) If individuals who, as of the Effective Date, constitute the Board of Directors (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board

shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of (A) an actual or threatened election contest with respect to the election or removal of directors; (B) an actual or threatened solicitation of proxies or consents; or (C) any other actual or threatened action by, or on behalf of, any Person other than the Board of Directors; or

(iii) Upon the acquisition after the Effective Date by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then Outstanding Common Stock or (B) the combined voting power of the Outstanding Voting Securities; provided, however, that the following acquisitions shall not be deemed to be covered by this subparagraph (iii): (x) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by the Company, (y) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Company or (z) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subparagraph (i) above; or

(iv) The consummation of the sale of all or substantially all of the assets of the Company or approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(b) In the event of a Change of Control, the Board of Directors or an authorized committee thereof may, in its discretion, take one or more of the following actions in connection with a Change of Control.

(i) The Board of Directors or an authorized committee thereof may declare that any or all Options shall terminate as of a date to be fixed by the Board of Directors or such committee and may require that the respective holders thereof surrender all or a portion of their unexercised Options for cancellation by the Company prior to such date and, upon such surrender, such holders shall receive (i) the cash, securities or other consideration they would have received had they exercised such Options immediately prior to such Change of Control and had they disposed of their shares of Common Stock issuable upon such exercise in connection with such Change of Control (subject to required deductions and withholdings), minus (ii) an amount of cash or fair market value of securities or other such consideration equal to the Option Price for such Options surrendered; or

(ii) The Board of Directors or an authorized committee thereof may declare that, upon the exercise by a holder of any or all Options after a Change of Control in accordance with the provisions of the Plan, such holder shall be entitled to receive only the cash, securities or other consideration he would have been entitled to receive had he exercised such Options immediately prior to such Change of Control and had he disposed of the Common Stock issuable upon such exercise in connection with such Change of Control; or

(iii) The Board of Directors or an authorized committee thereof may declare that any or all Options shall terminate as of a date to be fixed by the Board of Directors or such committee and give the holders thereof the right to exercise their Options prior to such date as to all or any part thereof; or

(iv) The Board of Directors or an authorized committee thereof may permit the successor corporation to assume the obligations of the Company under the Plan and to substitute for the unexercised Options granted under the Plan options to purchase securities of such successor corporation having a value substantially equivalent to or greater than the Common Stock issuable upon exercise of such Options and on terms substantially the same as or better than those granted under the Plan, all as determined by the Board of Directors or such committee, whereupon all outstanding Options and all future Options granted under the Plan shall thenceforth become options to purchase such securities of such successor corporation on such terms.

4.3 Government Regulations .

This Plan and the grant and exercise of Options shall be subject to all applicable rules and regulations of governmental authorities.

4.4 Withholding .

The Company may require, as a condition to (1) issuing or delivering to the holder of an Option shares or certificates evidencing the shares upon exercise of the Option or (2) allowing the transfer of shares subsequent to their issuance to the holder of an Option, that the holder of an Option or other person exercising the Option pay any sums that federal, state, or local tax law requires to be withheld with respect to such exercise or transfer. The Company shall not be obligated to advise any holder of an Option of the existence of the tax or the amount which the Company will be so required to withhold.

4.5 Amendment, Termination, and Reissuance .

(a) The Board of Directors may at any time suspend, amend or terminate this Plan (or any part thereof) and, with the consent of the holder of an Option, may make such modifications of the terms and conditions of such holder’s Option as it shall deem advisable. No Option may be granted during any suspension of this Plan or after such termination. The amendment, suspension or termination of this Plan shall not, without the consent of the holder of an Option, adversely alter or impair any rights or obligations under any Option theretofore granted under this Plan.

(b) In addition to the Board of Directors’ approval of any amendment, if the amendment would (i) increase the benefits accruing to participants in this Plan, (ii) increase the aggregate number of shares which may be issued under this Plan, or (iii) modify the requirements of eligibility for participation in this Plan, then such amendment must be approved by the holders of a majority of the Company’s outstanding capital stock present, or represented, and entitled to vote at a meeting duly held for the purpose of approving such amendment.

4.6 Privileges of Stock Ownership; Nondistributive Intent .

The holder of an Option shall not be entitled to the privilege of stock ownership as to any shares of Common Stock not actually issued and delivered to him or her. Upon exercise of an Option, unless a registration statement is in effect under the Securities Act of 1933, as amended,

relating to the Common Stock issuable upon exercise and there is available for delivery a prospectus meeting the requirements of Section 10(a)(3) of said Act, the Common Stock may be issued to the option holder only if he or she represents and warrants in writing to the Company and its counsel that the shares purchased are being acquired for investment and not with a view to the resale or distribution thereof. No shares shall be issued upon the exercise of any Option unless and until there shall have been full compliance with any then applicable requirements of the Securities and Exchange Commission, or any other regulatory agencies having jurisdiction over this Plan (and of any exchanges upon which stock of the Company may be listed).

4.7 Issuance of Stock Certificates .

Upon exercise of an Option, the person receiving Common Stock shall be entitled to one stock certificate evidencing the shares acquired upon such exercise; provided, however, that any person who tenders Common Stock to the Company in payment of a portion or all of the purchase price of stock purchased upon exercise of an Option, shall be entitled to receive two certificates, one representing a number of shares equal to the number of shares exchanged for the stock acquired upon exercise, and another representing the additional shares acquired upon exercise of the Option.

4.8 Effective Date of this Plan .

This Plan shall, subject to its adoption by the Board of Directors and the approval by the Company’s stockholders in accordance with applicable law and the Company’s Certificate of Incorporation, be effective as of May 27, 2004.

4.9 Expiration .

Unless previously terminated by the Board of Directors, this Plan shall expire at the close of business on the date that is ten (10) years from the date specified in Section 4.8, and no Option shall be granted under it thereafter, but such expiration shall not affect any Option theretofore granted.

4.10 Governing Law .

This Plan and the Options issued hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts made and performed within such State, except as such laws may be supplanted by the laws of the United States of America, which laws shall then govern its effect and its construction to the extent they supplant Delaware law.

Exhibit 10.45

THE 2004 AMPHENOL EXECUTIVE INCENTIVE PLAN

1. Purpose. Amphenol Corporation (the “Company”) has established the 2004 Amphenol Executive Incentive Plan (the “Executive Incentive Plan”) to provide incentive compensation in the form of cash bonus incentive award (“Award”) to eligible Employees. The Executive Incentive Plan is effective as of January 1, 2004.

2. Administration. The Executive Incentive Plan will be administered by a committee consisting of individuals appointed to serve by the Board of Directors of the Company (the “Committee”). The Committee shall have the power, right and duty to interpret, construe and administer the provisions of the Executive Incentive Plan. All decisions, actions or interpretations of the Committee, including decisions, actions or interpretations regarding eligibility to participate and grant of Awards, shall be final, conclusive and binding upon all of the parties. The Company shall indemnify and hold harmless the Committee and its members against all claims, liabilities, fines and penalties and all expenses reasonably incurred by or imposed upon the Committee or any of its members (including, but not limited to, reasonable attorney’s fees) which arise as a result of the its or their good faith actions or failure to act in connection with the operation and administration of the Executive Incentive Plan to the extent lawfully allowable and to the extent that such claims, liabilities, fines, penalties or expenses are not paid for by liability insurance purchased or paid for by the Company and are not due to willful misconduct. The Company shall pay all costs of Executive Incentive Plan administration.

3. Calculation of Incentive Awards. Eligible Employees of the Company, including the top five highly compensated Employees will have awards under the Executive Incentive Plan based on a formula that includes performance against budget, year-over-year improvement, balance sheet management and overall Company performance. Such formula will be applied against a target bonus which is expressed as a fixed percentage of base salary. The maximum payment to an eligible employee is for any performance period two times the target bonus. The maximum award the Chief Executive Officer may receive for any performance period is $4.0 million. The performance period will be the fiscal year of the Company. The Committee may increase or decrease the performance targets if there have been extraordinary occurrences not anticipated when the performance formula was established. The Committee has sole discretion to determine when such an adjustment should be made.

4. Employee. Subject to such additional limitations or restrictions as the Committee may impose, the term “Employee” shall mean persons who are employed by the Company and its subsidiaries.

5. Cash Bonus Incentive Award. Awards are intended to provide payment of additional compensation to an Employee as determined by the Committee in its sole discretion. The Committee may grant Awards to Employees only. Any Award shall be paid as soon as practicable upon the Committee’s determination to make such Award. All Awards shall be paid in cash in the local currency of the Employee.

6. Unfunded Plan; No Interest in Company Assets. No Employee or other person shall have any right, title or interest in any Award prior to the payment thereof or in any property of the Company. All Awards shall be paid from the general assets of the Company. To the extent that any Employee, former Employee, or any other person acquires a right to receive an Award or payment of an Award under the Executive Incentive Plan, such right shall be no greater than the right of a general unsecured creditor of the Company. Nothing contained in the Executive Incentive Plan, and no actions taken in operation of the Executive Incentive Plan, shall create or be construed to create a trust of any kind, require the segregation or set aside of any funds or other property for the purposes of paying any amounts under the Executive Incentive Plan or create a fiduciary relationship between the Company and any Employee, former Employee or any other person.

7. No Alienation of Benefits. Except as otherwise determined by the Committee, with the exception of transfer by will or the laws of descent and distribution, Awards shall not be assignable or transferable, either voluntarily or involuntarily, and, during the lifetime of the Employee, payment of an Award shall be made only to the Employee.

8. Withholding for Taxes. Notwithstanding any other provision of the Executive Incentive Plan, the Company reserves the right to withhold from any Award such amount or amounts as may by required for purposes of complying with the tax withholding provisions of the Internal Revenue Code of 1986, as amended, any state’s income tax act or any applicable similar local, foreign or other laws.

9. Amendment and Termination. The Committee has the right to amend, suspend, modify or terminate the Executive Incentive Plan in whole or in part and for any reason and without the consent of the Employees. Any amendment, suspension, modification or termination of any provision of the Executive Incentive Plan may be made retroactively. Notwithstanding the prior sentences, no amendment, suspension, modification or termination of the Executive Incentive Plan shall change the terms and conditions of any Award to which an Employee has otherwise become entitled under the provisions of the Executive Incentive Plan without the Employee’s consent.

10. Governing Law. The Executive Incentive Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of laws.

11. Non-ERISA Plan. The Executive Incentive Plan is intended to be a cash bonus plan and is not intended to be an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended.

12. No Right to Continued Employment. Nothing contained in the Executive Incentive Plan shall be construed as a contract of employment between the Company and any Employee, or as a right of any Employee to be continued in the employment of the Company or any Subsidiary, or as a limitation of the rights of the Company or any Subsidiary to discharge any of its Employees, with or without cause, or as to affect or enlarge the employment rights, if any, of any Employee.

D-2

EXHIBIT 31.1

CERTIFICATION
OF
CHIEF EXECUTIVE OFFICER

I, Martin H. Loeffler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Amphenol Corporation;

2. Based on my knowledge, this quarterly 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)) 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) E valuated 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

c) 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 the 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: August 9, 2004

/s/ Martin H. Loeffler

Martin H. Loeffler

Chairman, President &
Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION
OF
CHIEF FINANCIAL OFFICER

I, Edward G. Jepsen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Amphenol Corporation;

b) 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

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: August 9, 2004

/s/ Edward G. Jepsen
Edward G. Jepsen
Executive Vice President and Chief Financial Officer

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 quarterly report of Amphenol Corporation (the “Company”) on Form 10-Q for the period ended June 30, 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 13(a) or 15(d) 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: August 9, 2004

/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.

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 quarterly report of Amphenol Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward G. Jepsen, 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 13(a) or 15(d) 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: August 9, 2004

/s/ Edward G. Jepsen
Edward G. Jepsen
Executive Vice President and Chief Financial Officer