1999
                       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 which will be 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 will be measured by revenues, operating income, cash
      flow of operating units and EPS growth for total Amphenol.

IV.   Administration

      o     Generally, payments are made as soon as possible 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 prior to October 1
            of plan year).

      o     The maximum allowable payout under the plan cannot exceed 2x target
            bonus as applied to average base salary.

      o     To be eligible for payment, a participant must be an active employee
            during the payroll period of bonus payment. Exceptions must be
            recommended by the Chairman, President and the CEO and be approved
            by the Compensation Committee.