2000
                       AMPHENOL MANAGEMENT INCENTIVE PLAN

I.    Purpose

      The purpose of the Plan is to reward eligible key employees of Amphenol
      Corporation and affiliated operations with cash bonus payments based on
      contributions to overall results and specific accomplishments.

II.   Eligibility

      Select management personnel, as designated by the Chairman, President and
      CEO. Generally, participation includes senior management positions,
      corporate staff managers, general managers and their designated direct
      reports.

III.  Plan Components

      There are several key performance factors that are considered by executive
      management and the Compensation Committee. These include, but are not
      limited to, the following:

      o     Year-over-year improvement
      o     Accomplishments against budget
      o     Customer satisfaction
      o     Quality management
      o     New market/new product positioning
      o     Cost reductions/productivity improvements
      o     Balance sheet management
      o     Overall Amphenol performance

      Financial performance is measured by revenues, operating income, cash flow
      of operating units and EPS Growth for total Amphenol.

IV.   Administration

      o     Generally, payments are made during the first calendar quarter
            following the plan year. All payments are subject to the
            recommendation of the Chairman, President and CEO and to the
            approval of the Compensation Committee.

      o     Payments are based upon average base salary during the plan year
            (new hires will be prorated accordingly if hired after February 1st
            of plan year).

      o     The maximum allowable payout under the plan is 2x the target bonus
            as applied to average base salary.

      o     To be eligible for the bonus payment, a participant must be an
            active employee on the payroll at the time when the bonus payment is
            issued. Exceptions must be recommended by the Chairman, President
            and the CEO and be approved by the Compensation Committee.