AMPHENOL CORP /DE/, DEF 14A, 1998-04-16

AMPHENOL CORP /DE/
DEF 14A, 1998-04-16
ELECTRONIC CONNECTORS

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12

AMPHENOL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
NOTICE OF 1998 ANNUAL MEETING

AND

PROXY STATEMENT

AMPHENOL CORPORATION

AMPHENOL CORPORATION
358 HALL AVENUE
P.O. BOX 5030
WALLINGFORD, CONNECTICUT 06492-7530
<PAGE>
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS

TIME

11:00 a.m., Wednesday, May 20, 1998

PLACE

Corporate Headquarters
358 Hall Avenue
Wallingford, CT 06492

AGENDA

1. To elect two directors for terms to expire at the 2001 Annual Meeting of
Stockholders.

2. To ratify the appointment of Deloitte & Touche LLP as independent
accountants.

3. To ratify and approve the Amended 1997 Option Plan for Key Employees of
Amphenol and Subsidiaries.

4. To transact such other business as may properly come before the Meeting and
any adjournments thereof.

By Order of the Board of Directors
Edward C. Wetmore
Secretary

April 22, 1998

-IMPORTANT -

PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING
<PAGE>
PROXY STATEMENT

This Proxy Statement (first mailed to stockholders on or about April 22,
1998) is furnished to the holders of the Class A Common Stock, par value $.001
per share ("Common Stock"), of Amphenol Corporation (the "Company" or
"Amphenol") in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders to be held at the Company's corporate headquarters at
358 Hall Avenue, Wallingford, Connecticut 06492-7530 (telephone (203) 265-8900)
at 11:00 a.m. on Wednesday, May 20, 1998 (the "Annual Meeting").

RECORD DATE

The Board of Directors has fixed the close of business on March 20, 1998 as
the Record Date for the 1998 Annual Meeting of Stockholders. Only stockholders
of record at the Record Date are entitled to notice of and to vote at the
Meeting or at any adjournments thereof, in person or by proxy. At the Record
Date, there were 17,533,748 shares of Common Stock outstanding.

PROXIES

The proxy accompanying this Proxy Statement is solicited on behalf of the
Board of Directors of the Company for use at the Annual Meeting and any
adjournments thereof. Each holder of Common Stock is entitled to one vote for
each share of such stock held. The holders in person or by proxy of a majority
of the Common Stock of the Company entitled to be voted at the Annual Meeting
shall constitute a quorum.

Any proxy delivered pursuant to this solicitation is revocable at the option
of the person(s) executing the same upon receipt by the Company, prior to the
time the proxy is voted, of a duly executed instrument revoking it, or of a duly
executed proxy bearing a later date, or in the case of death or incapacity of
the person(s) executing the same, of written notice thereof, or by such
person(s) voting in person at the Annual Meeting. Unless revoked, all proxies
representing shares entitled to vote which are delivered pursuant to this
solicitation will be voted at the Annual Meeting and, where a choice has been
specified on the proxy card, will be voted in accordance with such
specification.

A plurality of the shares of Common Stock present in person or represented
by proxy at the Annual Meeting is required for the election of directors. An
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy at the Annual Meeting is required for approval of all
other items submitted to stockholders for their consideration. An automated
system administered by inspectors of election for the Company will tabulate the
votes. Broker non-votes will be treated as votes cast for purposes of a quorum,
but will not be counted as either voting for or against any proposal.
Abstentions will be included in tabulations of the votes cast on proposals
presented (other than the election of Directors) in the same manner as votes
cast against such proposals. WHERE A CHOICE HAS NOT BEEN SPECIFIED ON THE PROXY
CARD, THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF YOUR
BOARD OF DIRECTORS.

1
<PAGE>
PRINCIPAL STOCKHOLDERS OF AMPHENOL

Listed in the following table are those stockholders known to Amphenol to be
the beneficial owners of more than five percent of the Company's Common Stock as
of March 20, 1998.

- ------------------------

(1) Shares of Common Stock shown, as owned by KKR, are owned of record by three
limited partnerships affiliated with KKR, KKR 1996 Fund L.P. (10,291,194
shares), NXS Associates L.P. (2,784,407 shares) and KKR Partners II L.P.
(90,144 shares). Messrs. Henry R. Kravis, Michael W. Michelson and George R.
Roberts (directors of Amphenol) and Edward A. Gilhuly, Perry Golkin, James
H. Greene, Jr., Robert I. MacDonnell, Paul E. Raether, Clifton S. Robbins,
Scott M. Stuart and Michael T. Tokarz, as members of the limited liability
company which serves as the general partner of KKR, may be deemed to share
beneficial ownership of the shares of Common Stock shown as beneficially
owned by KKR. Each of these individuals disclaims beneficial ownership of
such shares, other than to the extent of his economic interest in such
partnerships.

(2) The Schedule 13G filed by such beneficial owner for the year ended December
31, 1997 indicates that it has shared voting power and shared dispositive
power over all 1,654,936 shares.

2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Set forth below is certain information with respect to beneficial ownership
of the Company's Common Stock as of March 20, 1998 by each director, the named
executive officers and by all directors and executive officers of the Company as
a group:

<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ----------------------------------------------------------------------------- -------------------- -----------
<S> <C> <C>
Andrew W. Clarkson........................................................... 2,000 0.01%
Timothy F. Cohane............................................................ 123,077(1) 0.69%
Lawrence J. DeGeorge......................................................... 1,000 0.01%
G. Robert Durham............................................................. 1,923 0.01%
Edward G. Jepsen............................................................. 123,077(1) 0.69%
Henry R. Kravis.............................................................. 13,165,745(2) 74.10%
Marc S. Lipschultz........................................................... 0 --
Martin H. Loeffler........................................................... 162,157(1) 0.91%
Michael W. Michelson......................................................... 13,165,745(2) 74.10%
Diana G. Reardon............................................................. 13,182(1) 0.07%
George R. Roberts............................................................ 13,165,745(2) 74.10%
Edward C. Wetmore............................................................ 5,574(1) 0.03%
All executive officers and directors of the Company as a group (12
persons)................................................................... 13,597,735 76.53%
</TABLE>

- ------------------------

(1) Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon entered into
Management Stockholder's Agreements with Amphenol in connection with the
merger of the Company and an entity formed at the direction of KKR on May
19, 1997 (the "Merger") and each agreed to retain direct ownership of at
least 94,849, 76,923, 76,923, 2,000 and 2,000 Amphenol shares, respectively,
following the Merger. Pursuant to such Management Stockholder's Agreements
and subject to stockholder approval of the underlying stock option plan,
each was awarded 336,538, 230,769, 230,769, 17,000 and 17,000 options,
respectively, to acquire Amphenol shares. Such retained shares and shares
acquired upon exercise of such options are subject to significant transfer
restrictions and call rights in favor of Amphenol for a period of five years
following the completion of the Merger. Notwithstanding, the share ownership
amounts for Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon
include 67,308, 46,154, 46,154, 3,400 and 3,400 shares, respectively,
issuable upon the exercise of stock options which are exercisable within 60
days of March 20, 1998.

(2) Messrs. Kravis, Michelson and Roberts disclaim beneficial ownership of such
shares except to the extent of their respective economic interests in the
partnerships owning such shares. (See "Principal Stockholders of Amphenol")

3
<PAGE>
PROPOSAL 1. ELECTION OF DIRECTORS

The Amended and Restated Certificate of Incorporation and By-Laws of the
Company provide for a Board of Directors of three or more directors. Currently,
the number of directors of the Company is set at seven. Directors of the Company
are elected for terms of three years, with one-third of the directors subject to
election each year. Accordingly, action will be taken at the meeting for the
election of two directors, Martin H. Loeffler and Michael W. Michelson. Each of
these directors will hold office for the three-year term ending in 2001 and
until their respective successors are elected and qualified.

It is intended that the proxies delivered pursuant to this solicitation will
be voted in favor of the election of Mr. Loeffler and Mr. Michelson, except in
cases of proxies bearing contrary instructions. In the event that either of
these nominees should become unavailable for election for any presently
unforeseen reason, the person named in the proxy will have the right to use his
discretion to vote for a substitute.

The following information details offices held, other business
directorships, the classes and terms of all directors and nominees. Beneficial
ownership of equity securities of the directors and nominees is shown under the
caption "Security Ownership of Certain Beneficial Owners" on page 3.

NOMINEES FOR ELECTION IN 1998

Michael W. Michelson.................................... Member of the limited liability company which serves as
Age 47 the general partner of Kohlberg Kravis Roberts & Co.,
A Director since L.P. from 1996. General partner of Kohlberg Kravis
May 1997 Roberts & Co., L.P. from 1987 to 1995. Member of the
Compensation, Executive and Pension Committees. He is
also a Director of AutoZone, Inc., Owens-Illinois Group,
Inc., Owens-Illinois, Inc., Red Lion Properties, Inc.
and Union Texas Petroleum Holdings, Inc.
</TABLE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSED NOMINEES
FOR ELECTION TO THE BOARD OF DIRECTORS.

4
<PAGE>
DIRECTORS CONTINUING IN OFFICE WITH TERMS EXPIRING IN 1999

<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
TERM AS DIRECTOR AND OTHER INFORMATION
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
George R. Roberts....................................... Founding Partner of Kohlberg Kravis Roberts & Co., L.P.
Age 54 and since January 1996 a Managing Member of the
A Director since Executive Committee of the limited liability company
May 1997 which serves as the general partner of Kohlberg Kravis
Roberts & Co., L.P. He is also a Director of Borden,
Inc., Bruno's Inc., Evenflo & Spalding Holdings
Corporation, IDEX Corporation, KinderCare Learning
Centers, Inc., KSL Recreation Group, Inc., Newsquest
Capital, plc, Owens-Illinois Group, Inc.,
Owens-Illinois, Inc., PRIMEDIA INC., Randalls Food
Markets, Inc., RELTEC Corporation, Safeway, Inc., Union
Texas Petroleum Holdings, Inc. and World Color Press,
Inc. Messrs. Roberts and Kravis are first cousins.

G. Robert Durham........................................ Member of the Audit Committee. Mr. Durham retired on
Age 69 June 1, 1996 from Walter Industries, Inc. having served
A Director since as chairman and chief executive office since October
July 1997 1995 and president and chief executive officer since
June 1991 to October 1995. He formerly served as
chairman, president and chief executive officer of
Phelps Dodge Corporation. He is a Director of Homestake
Mining Company, the FINOVA Group Inc. and Mutual Life
Insurance Company of New York.
</TABLE>

5
<PAGE>
DIRECTORS CONTINUING IN OFFICE WITH TERMS EXPIRING IN 2000

<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
TERM AS DIRECTOR AND OTHER INFORMATION
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Henry R. Kravis......................................... Founding Partner of Kohlberg Kravis Roberts & Co., L.P.
Age 54 and since January 1996 a Managing Member of the
A Director since Executive Committee of the limited liability company
May 1997 which serves as the general partner of Kohlberg Kravis
Roberts & Co., L.P. He is also a Director of, Borden,
Inc., Bruno's, Inc., Evenflo & Spalding Holdings
Corporation, The Gillette Company, IDEX Corporation,
KinderCare Learning Centers, Inc., KSL Recreation Group,
Inc., Newsquest Capital plc, Owens-Illinois Group,
Inc.,Owens-Illinois, Inc., PRIMEDIA INC., Randalls Food
Markets, Inc., Safeway, Inc., Sotheby's Holdings, Inc.,
Union Texas Petroleum Holdings, Inc. and World Color
Press, Inc. Messrs. Kravis and Roberts are first
cousins.

Marc S. Lipschultz...................................... Member of the Compensation, Executive and Pension
Age 29 Committees. Mr. Lipschultz has been an Executive at
A Director since Kohlberg Kravis Roberts & Co., L.P. since 1995. From
May 1997 1993 to 1995 he attended Harvard Business School. He is
also a Director of Evenflo & Spalding Holdings
Corporation.

Andrew W. Clarkson...................................... Member of the Audit Committee. A Director of AutoZone,
Age 60 Inc. since 1986, Chairman of the Finance Committee of
A Director since AutoZone, Inc. since 1995, secretary from 1988 to 1993
May 1997 and treasurer from 1990 to 1995.
</TABLE>

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND AGE AND OTHER INFORMATION
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Timothy F. Cohane....................................... Senior Vice President of the Company since 1994.
Age 45 President and Chief Operating Officer of Times Fiber
Communications, Inc., a wholly-owned subsidiary of the
Company, since 1994. A director of the Company from 1987
through May 1997.

Edward G. Jepsen........................................ Executive Vice President and Chief Financial Officer of
Age 54 the Company since May 1989. A director of the Company
from 1989 through May 1997.

Diana G. Reardon........................................ Controller of the Company since 1994. Treasurer of the
Age 38 Company since 1992.

Edward C. Wetmore....................................... Secretary and General Counsel of the Company since 1987.
Age 41
</TABLE>

6
<PAGE>
THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE BOARD

The Board of Directors of the Company currently has four standing
committees: the Audit Committee, the Compensation Committee, the Executive
Committee and the Pension Committee. The Company does not have a Nominating
Committee.

The Audit Committee recommends the appointment of independent auditors,
reviews the plan of audit, the audit report and management letter, and consults
periodically with the Company's independent auditors with regard to the adequacy
of internal controls. Prior to the Merger, the members of the Audit Committee
were Florence A. DeGeorge, Dr. Marcia A. Savage and Messrs. DeGeorge, Jepsen and
Loeffler and Mr. A. Henry Morgan (Chairman). Currently, the members of the Audit
Committee are Andrew W. Clarkson and G. Robert Durham

The Compensation Committee approves compensation guidelines, reviews the
role and performance of executive officers and key management personnel,
establishes compensation levels for such executive officers and key management
personnel (either directly or through a subcommittee) and reviews the Chief
Executive Officer's recommendations for compensation, bonus allocations and
stock option awards for employees of the Company and its affiliates. Prior to
the Merger, the members of the Compensation Committee were Dr. Marcia A. Savage
(Chairperson) and Messrs. DeGeorge, Loeffler and Morgan. Messrs. DeGeorge and
Loeffler were nonvoting EX-OFFICIO members of this Committee. Currently, the
members of the Compensation Committee are Michael W. Michelson and Marc S.
Lipschultz. See "Executive Compensation and Other Matters-- Compensation
Committee Interlocks and Insider Participation."

The Pension Committee administers the Company's pension plans and consults
with the Chief Executive Officer, the Chief Financial Officer and the Treasurer
of the Company and, as deemed necessary and appropriate, the trustee of the
pension plans and investment managers of the assets thereof. Prior to the
Merger, the Pension Committee of the Board of Directors consisted of Messrs.
Cohane, DeGeorge (Chairman), Jepsen and Loeffler. Currently, the Pension
Committee consists of Messrs. Loeffler (Chairman), Michelson and Lipschultz.

Following the closing of the Merger, the Board of Directors of the Company
established an Executive Committee. The Executive Committee is empowered to
exercise the powers and authority of the Board in the management of the business
and affairs of the Company, subject at all times to the supervision and control
of the Board of Directors. Currently, the members of the Executive Committee are
Messrs. Loeffler, Michelson and Lipschultz.

During 1997, prior to the closing of the Merger, there were four meetings of
the Board of Directors, one meeting of the Audit Committee and one meeting of
the Compensation Committee. There were no Pension Committee meetings. All
directors attended each of the meetings of the Board of Directors and the
Committees on which they served prior to the closing of the Merger. Following
the closing of the Merger, there were two meetings of the Board of Directors,
one meeting of the Audit Committee and one meeting of the Compensation
Committee. The Executive and Pension Committees met informally from time to time
on an as-needed basis and acted on several matters by unanimous written consent.
All directors attended each of the meetings of the Board of Directors and the
Committees on which they served following the closing of the Merger except Mr.
Kravis and Mr. Roberts who were each unable to attend one meeting.

Prior to the Merger, the Company paid a retainer to unaffiliated directors
at an annual rate of $20,000 plus $500 for each Board and $650 for each
Committee meeting attended (plus an additional $150 per Committee meeting for
the Chairman of a Committee). A director who is also an executive officer of the
Company does not receive any retainer or Board or Committee meeting fees. All
directors are reimbursed for all expenses incurred in connection with any Board
or Committee meeting attended. Director's fees and expenses of $7,650, $8,450
and $13,321 were paid in 1997 to Mrs. Florence A. DeGeorge, Dr. Marcia

7
<PAGE>
A. Savage and Mr. A. Henry Morgan, respectively, the former directors of
Amphenol who resigned their positions in May 1997 following the completion of
the Merger.

Following the Merger, the Company authorized a retainer fee to non-employee
directors at an annual rate of $30,000. No separate Board or Committee meeting
fees were authorized. In August 1997 the Company adopted the Amphenol
Corporation Directors' Deferred Compensation Plan (the "Plan"). The Plan allows
the directors to elect to defer payment of their fees to a future date with the
ultimate payment in cash or stock of the Company subject to the prior election
of each director. Distributions would begin with the first day of the year
following the director's retirement or separation from the Board. All
non-employee directors elected deferral of fees and payment in stock. Prorated
director's fees of $3,467 each were paid to Messrs. Clarkson, Kravis,
Lipschultz, Michelson and Roberts prior to their participation in the Plan.
Director's expenses of $4,211 were paid to Mr. Durham in 1997. The cumulative
balance in each director's stock account at the end of 1997 was approximately
309 shares of Common Stock.

8
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS

SUMMARY COMPENSATION TABLE

The following table provides certain summary information concerning the
compensation for the past three years of the Chief Executive Officer, the former
Chairman and the four other most highly compensated executive officers of the
Company during 1997 (the "named executive officers").

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-----------------------
SECURITIES
NAME AND ANNUAL COMPENSATION RESTRICTED UNDERLYING ALL
PRINCIPAL -------------------------------------- STOCK OPTIONS(7) OTHER(9)
POSITION YEAR SALARY BONUS AWARDS(6) /SARS(#) COMPENSATION
- ------------------------------ ---- --------------- ------------------- --------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
M.H. Loeffler................. 1997 $ 700,000 $ 413,000(3) $ 0 336,538(8) $789,444(10)
Chairman, President & CEO 1996 660,000 330,000(4) 0 50,000 2,858(11)
1995 556,250 300,000(5) 0 25,000 605,596

L.J. DeGeorge................. 1997 250,000(1) (1)0 0 0 10,340
Former Chairman 1996 600,000 210,000(4) 0 0 24,816
1995 600,000 330,000(5) 0 0 24,816

E.G. Jepsen................... 1997 405,000 157,950(3) 0 230,769(8) 358,920(10)
Executive V.P. & CFO 1996 385,000 135,000(4) 0 15,000 1,930(11)
1995 365,000 132,000(5) 0 15,000 182,564

T.F. Cohane................... 1997 300,000(2) 85,000(2)(3) 0 230,769(8) 210,870(10)
Senior Vice President 1996 280,000(2) 70,000(2)(4) 0 10,000 469(11)
1995 260,000(2) 78,000(2)(5) 0 12,000 90,803

E.C. Wetmore.................. 1997 220,000 57,200(3) 0 17,000(8) 4,544(10)
Secretary & General Counsel 1996 204,000 41,000(4) 0 3,000 437
1995 195,000 40,000(5) 0 3,000 168

D.G. Reardon.................. 1997 150,000 45,000(3) 0 17,000(8) 6,507(10)
Treasurer & Controller 1996 140,000 35,000(4) 0 3,000 119
1995 130,000 32,000(5) 0 3,000 106
</TABLE>

- ------------------------

(1) Salary through May 31, 1997. Mr. DeGeorge resigned as a director and officer
of the Company upon the closing of the Merger in May 1997 and he did not
receive a bonus for any services performed during 1997.

(2) Salary and Bonus paid by Times Fiber Communications, Inc., a wholly-owned
subsidiary of the Company.

(3) 1997 Bonus was paid in January 1998.

(4) 1996 Bonus was paid in January 1997.

(5) 1995 Bonus was paid in January 1996.

(6) Upon completion of the Merger, the Restricted Stock Plan of the Company was
terminated.

(7) On April 17, 1996, Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon
were awarded 50,000, 15,000, 10,000, 3,000 and 3,000 stock options,
respectively. All such stock options were awarded with an exercise price of
$23.875 per share. On April 20, 1995, Messrs. Loeffler, Jepsen, Cohane,
Wetmore and Ms. Reardon were awarded 25,000, 15,000, 12,000, 3,000 and 3,000
stock options, respectively. All such stock options were awarded with an
exercise price of $26.625 per share. Upon completion of the Merger, the
Amphenol Stock Option Plan was terminated.

9
<PAGE>
(8) On May 19, 1997 Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon
were awarded 336,538, 230,769, 230,769, 17,000 and 17,000 stock options,
respectively. All stock options were awarded with an exercise price of
$26.00 per share. The options were awarded subject to stockholder approval
of the Amended 1997 Option Plan for Key Employees of Amphenol and
Subsidiaries (the "Amended 1997 Option Plan"). (See Proposal 3. on page 20).

(9) Includes imputed compensation for Group Term Life Insurance.

(10) Includes $787,500, $356,875, $210,000, $4,250 and $6,375 cash payments
received upon the completion of the Merger by Messrs. Loeffler, Jepsen,
Cohane, Wetmore and Ms. Reardon, respectively, for all options previously
awarded under the Amphenol Stock Option Plan but not exercised. All
optionholders were paid the difference between $26.00 and the exercise price
of the previously awarded stock options. No payments were made with respect
to option awards made during 1995 at an exercise price of $26.625 per share.
All outstanding options under the Amphenol Stock Option Plan were cancelled
upon completion of the Merger.

(11) Includes fair market value of restricted stock awards to Messrs. Loeffler,
Jepsen and Cohane on June 24, 1992 which vested on June 24, 1995, in the
amounts of $602,500, $180,750 and $90,375 respectively.

10
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table provides information on option grants during 1997 to the
named executive officers subject to the stockholder approval of the Amended 1997
Option Plan.

INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS EXERCISE OR APPRECIATION FOR
UNDERLYING GRANTED TO BASE PRICE OPTION TERM (5)
OPTIONS EMPLOYEES IN ($/SH) EXPIRATION ------------------------------
NAME GRANTED(1) FISCAL YEAR(2) (3)(4) DATE 5% ($) 10% ($)
- ------------------------------------ ----------- --------------- ----------- ----------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
L.J. DeGeorge....................... -- -- -- -- -- --
M.H. Loeffler....................... 336,538 28.6% $ 26.00 5/18/2007 $ 5,502,834 $ 13,945,226
E.G. Jepsen......................... 230,769 19.6% 26.00 5/18/2007 3,773,373 9,562,444
T.F. Cohane......................... 230,769 19.6% 26.00 5/18/2007 3,773,373 9,562,444
E.C. Wetmore........................ 17,000 1.4% 26.00 5/18/2007 277,972 704,434
D.G. Reardon........................ 17,000 1.4% 26.00 5/18/2007 277,972 704,434
</TABLE>

- ------------------------

(1) The Company has reserved 1,750,000 shares of Common Stock for issuance
pursuant to the Amended 1997 Option Plan, of which 571,574 shares, assuming
stockholder approval of the Amended 1997 Option Plan, are available for
future awards as of March 20, 1998.

(2) Percentages indicated are based on a total of 1,178,426 options granted to
78 employees of the Company and its subsidiaries during 1997.

(3) No options were repriced during the last fiscal year.

(4) Options become exercisable in equal installments of 20%, commencing on the
first anniversary of the date of grant. Shares received pursuant to the
exercise of options are subject to material restrictions on sale or
transfer.

(5) The potential realizable values reflected in these columns result from
calculations assuming 5% and 10% growth rates over a 10 year period and are
not intended to forecast future prices of the Common Stock of the Company.

11
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

The following table provides information concerning the exercise of stock
options during 1997 by the named executive officers and the year-end value of
unexercised options.

<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
VALUE AT FY-END (#) AT FY-END ($) (4)
SHARES ACQUIRED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) (3) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------- ----------------- ------------- ------------------- --------------------
<S> <C> <C> <C> <C>
L.J. DeGeorge......................... -- -- -/- -/-
M.H. Loeffler......................... 0 0 0/336,538 0/9,991,140
E.G. Jepsen........................... 0 0 0/230,769 0/6,851,070
T.F. Cohane........................... 0 0 0/230,769 0/6,851,070
E.C. Wetmore.......................... 4,334(1) 44,386 0/ 17,000 0/ 504,696
D.G. Reardon.......................... 7,000(2) 142,375 0/ 17,000 0/ 504,696
</TABLE>

- ------------------------

(1) Represents exercise of 1993, 1994 and 1996 awards of 1,334, 2,000 and 1,000
options, respectively, prior to the consummation of the Merger. A total of
2,611 previously acquired shares of Amphenol Common Stock were tendered in
full payment of the exercise price.

(2) Represents exercise of 1992, 1993 and 1994 awards of 2,000, 2,500 and 2,500
options, respectively, prior to the consummation of the Merger. A total of
2,937 previously acquired shares of Amphenol Common Stock were tendered in
full payment of the exercise price.

(3) Based on market value less exercise price at date of exercise. Does not
include cash payments of $787,500, $356,875, $210,000, $4,250 and $6,375
received by Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon,
respectively, upon completion of the Merger for the cancellation of options
previously awarded under the Amphenol Stock Option Plan.

(4) Based on the New York Stock Exchange trading closing price of Amphenol
Common Stock on December 31, 1997 of $55.688.

12
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

COMPOSITION AND PURPOSE

The Compensation Committee of the Board of Directors has been delegated
responsibility for the compensation programs affecting executive officers and
key management employees of the Company and its subsidiaries including base
compensation, bonuses, stock option and other incentive awards. The Committee is
currently composed of two directors who are not officers of the Company. The
activities and actions of the Committee are subject to the review of the full
Board of Directors.

The Committee's specific responsibilities include:

- Approval of the compensation philosophy and guidelines for all executive
officers and key management employees of the Company and its subsidiaries.

- Review, at least annually, the goals and the performance of the Company's
Chairman, President and Chief Executive Officer and approve changes in
levels of base compensation for said employee.

- Review (either directly or through a subcommittee) recommendations from
the Company's Chairman, President and Chief Executive Officer related to
base compensation, bonus allocations, stock option and other incentive
awards and related matters for other executive officers, key management
employees and prospective senior management employees of the Company.

- Maintain and review from time to time the Company's management succession
program.

COMPENSATION POLICIES AND PRACTICES

PHILOSOPHY. The Committee's objective will continue to be the development,
refinement and implementation of a complete compensation program that will serve
to attract, retain and stimulate motivated senior management employees. The
Committee also recognizes its responsibilities and obligations to the
stockholders of the Company. The stock-based programs summarized below are
intended to more specifically align the interests of the Company's senior
management employees with the interests of the Company's stockholders and
encourage long-term decision making geared to increasing shareholder value.

BASE COMPENSATION. The performance and salary of each executive officer and
each senior management employee of the Company whose base compensation is at
least $150,000 is reviewed annually by the Committee. In establishing general
compensation policies and in reviewing and assessing the appropriateness of base
compensation levels, the Committee considers published information and
independent professional salary surveys of comparably situated individuals in
other companies of the same size and/or type. The Committee also considers the
historical, current and forecasted performance of the Company and each senior
management employee's contribution or expected contribution to those results in
the course of its annual review.

BONUS PLAN. In addition to base compensation, executive officers and key
management employees participate in the Company's Management Incentive Plan.
Payments under this plan are contingent upon the Company's achievement of
targeted levels of operating income and revenues and certain additional
performance criteria. Targeted bonuses based upon a percentage of average base
compensation are established at the beginning of each year. Target bonuses for
most plan participants range from 10% to 50% of average base salary.
Discretionary payments are also considered when specific objectives are
undertaken and achieved.

STOCK OPTION PROGRAM. Stock options have been granted at fair market value
and typically vest in equal annual installments over a five year period. Stock
options have been awarded annually to executive officers and other key
management employees. All stock option awardees must execute a Management
Stockholders Agreement with the Company which sets forth the terms and
conditions and limitations applicable to any shares purchased pursuant to the
options granted under the Stock Option Program. In

13
<PAGE>
determining a stock option award, the Committee (or a subcommittee established
for the purpose of making such determinations) will consider the amount of stock
options, if any, previously awarded to an individual, an individual's
contributions to the Company's financial performance and an individual's
responsibilities for assisting the Company in achieving its long-term strategic
goals. The Committee believes that an option grant has accreting value when
there is an increase in the price of the Company's stock. The Committee also
believes that extended vesting periods for option awards help retain key
employees. Stock Options have been awarded subject to stockholder approval of
the Amended 1997 Stock Option Plan for Key Employees of Amphenol and
Subsidiaries (See Proposal 3. on page 20).

CEO COMPENSATION

Following the closing of the Merger, Martin H. Loeffler became Chairman in
addition to Chief Executive Officer and President of the Company.

The Company had an excellent year in 1997. Total sales increased, operating
margins were good and working capital requirements were under control resulting
in strong cash flow, all of which allowed significant paydown of long term debt.
The Committee afforded appropriate consideration to these matters in
establishing base compensation and a bonus payment for Mr. Loeffler.

Mr. Loeffler has accepted further increasing responsibilities as Chairman,
President and Chief Executive Officer of the Company. His continuing dedication,
leadership, effort and energy will be important in sustaining the success of the
Company and growing shareholder value. His base compensation and his target
bonus payout pursuant to the 1997 Management Incentive Plan and his target bonus
payout pursuant to the 1998 Management Incentive Plan were established based
upon the Committee's review and consideration of Company performance as
described above, Mr. Loeffler's personal performance and available compensation
surveys and similar published information of companies of comparable size with
comparable financial performance. The Committee believes that stock of the
Company retained by Mr. Loeffler following the Merger as well as his significant
option award serve to more closely align Mr. Loeffler's interests with those of
the Company's stockholders and provide Mr. Loeffler with appropriate additional
incentive and potential financial reward.

SECTION 162(M) OF THE INTERNAL REVENUE CODE

In 1993, Congress created a new Internal Revenue Code subsection 162(m)
which could have the effect of limiting the deductibility of compensation paid
to the Company's five highest paid executive officers to no more than $1 million
per year beginning in 1994. Certain types of compensation are exempted from this
limitation including any payments that are based on a plan setting forth
objective performance goals which is administered by outside directors and that
has been approved by stockholders.

Although the Committee will consider this legislation when reviewing
executive compensation, the Committee intends to use its business judgment to
determine whether levels of base compensation and bonus payments are in the best
interests of the Company and its stockholders notwithstanding the deductibility
of any portion of such payments in view of the limitations of subsection 162(m).
Regardless, the Committee and the Company do not believe that this legislation
will have any material effect on the financial condition of the Company for the
foreseeable future.

Michael W. Michelson
Marc S. Lipschultz

14
<PAGE>
COMPARISON OF TOTAL DAILY COMPOUNDED RETURN
AMONG AMPHENOL CORPORATION,
S&P 500 INDEX AND PEER GROUP COMPOSITE

The following graph compares the performance of Amphenol over a period of
five years ending December 31, 1997 with the performance of the Standard &
Poor's 500 Stock Index and the average performance of a composite group
consisting of the Company's peer corporations on a line-of-business basis. The
Company is excluded from this group. The corporations comprising the composite
group are AMP Inc., Hubbell Incorporated, Methode Inc., Molex Inc., Raychem
Corp., and Thomas & Betts Corporation. Total Daily Compounded Return indices
reflect reinvested dividends and are weighted on a market capitalization basis
at the time of each reported data point.

AMPHENOL CORP. VS. S&P 500
VS. COMPOSITE INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
AMPHENOL COMPOSITE S&P 500
<S> <C> <C> <C>
12/31/92 100.0% 100.0% 100.0%
12/31/93 235.7% 106.1% 110.0%
12/31/94 342.9% 123.9% 111.6%
12/31/95 346.4% 143.9% 152.5%
12/31/96 317.9% 171.1% 186.5%
12/31/97 795.5% 193.9% 244.3%
</TABLE>

Cumulative Total Return
Annually: 12/31/92 to 12/31/97

The data points for the above graph are as follows:

<TABLE>
<CAPTION>
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Amphenol......................................... 100.0% 235.7% 342.9% 346.4% 317.9% 795.5%
Composite........................................ 100.0% 106.1% 123.9% 143.9% 171.1% 193.9%
S&P 500.......................................... 100.0% 110.0% 111.6% 152.5% 186.5% 244.3%
</TABLE>

15
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Martin H. Loeffler, President and Chief Executive Officer of the Company and
Lawrence J. DeGeorge, Chairman of the Board of the Company served as EX-OFFICIO
members of the Company's Compensation Committee in 1997 prior to the Merger.
Messrs. DeGeorge and Loeffler did not have any voting power on the Compensation
Committee. None of the members of the Compensation Committee following the
closing of the Merger have been present or former officers or employees of the
Company or its subsidiaries.

EMPLOYMENT AGREEMENTS

Pursuant to an employment letter agreement with the Company dated July 28,
1987, Mr. Loeffler is guaranteed a minimum annual bonus of $30,000. Under this
agreement, Mr. Loeffler is entitled upon termination of his employment with the
Company to 18 months severance pay, which includes base salary plus any bonus;
upon involuntary termination, Mr. Loeffler is also entitled to relocation
expenses to the country of his origin, provided that he requests this benefit
within six months after his last day of employment with the Company. There are
no other employment agreements with any of the named executive officers.

PENSION INFORMATION

THE AMPHENOL PLAN. The Salaried Employees' Pension Plan of Amphenol
Corporation (the "Retirement Plan") provides for annual pensions to certain
salaried employees including directors who are employees, who complete five
years of service with the Company. The Company is required to make all
contributions necessary to provide benefits payable under the Retirement Plan.
No participant contributions are required or permitted. In 1997, Mr. Loeffler
was the only executive officer of the Company who participated in the Retirement
Plan.

The normal retirement date under the Retirement Plan is the first day of the
month following a participant's 65th birthday. A participant may also retire as
of the first day of any month subsequent to the participant's 55th birthday and
completion of ten years of service. The monthly normal retirement benefit for a
participant is equal to the greater of: (i) Formula A: 1.1% of the participant's
average final pensionable compensation multiplied by the participant's years of
credited service or (ii) Formula B: 1.8% of the participant's average final
pensionable compensation multiplied by the participant's years of credited
service not in excess of 25 (1% for years in excess of 25) reduced by 2% of the
participant's estimated monthly social security benefit multiplied by the
participant's years of credited service not in excess of 30. Retirement benefits
are reduced by the amount of any other retirement pension from a defined benefit
pension plan maintained by the Company or any of its subsidiaries based upon the
years of credited service used for purposes of determining benefits under the
Retirement Plan. Average final pensionable compensation is defined as the
participant's highest average monthly total compensation from the Company and
its affiliates, excluding bonuses, during any five consecutive years of service
with the Company or its affiliates during the ten calendar years of service
preceding termination of employment. A participant's normal retirement benefit
is reduced for early retirement by 1/180 for each complete calendar month up to
60 months (1/360 for each additional calendar month) by which the commencement
date for the payment of benefits precedes the participant's normal retirement
date. Retirement benefits are paid in the form of a life annuity (joint and
survivor annuity for married participants). A participant has a nonforfeitable
right to his retirement benefit upon completion of five years of service.

The following table sets forth the estimated annual benefits payable on
retirement for specified earnings and years of participation categories assuming
retirement at age 65. The Company has adopted a Supplemental Employee Retirement
Plan ("SERP") which formally provides for the payment of the

16
<PAGE>
portion of an annual pension which cannot be paid from the Retirement Plan as a
result of the Code limitations described below. Final Average Compensation under
the SERP, however, is limited to $500,000.

<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION PAYABLE BY
THE COMPANY AT NORMAL RETIREMENT
BASED ON YEARS OF PARTICIPATION INDICATED
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FINAL AVERAGE
COMPENSATION 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
- ------------------------------------------- --------- --------- ---------- ---------- ---------- ----------
$150,000................................... $ 13,500 $ 27,000 $ 40,500 $ 54,000 $ 67,500 $ 75,000
200,000................................... 18,000 36,000 54,000 72,000 90,000 100,000
250,000................................... 22,500 45,000 67,500 90,000 112,500 125,000
300,000................................... 27,000 54,000 81,000 108,000 135,000 150,000
350,000................................... 31,500 63,000 94,500 126,000 157,500 175,000
400,000................................... 36,000 72,000 108,000 144,000 180,000 200,000
450,000................................... 40,500 81,000 121,500 162,000 202,500 225,000
500,000................................... 45,000 90,000 135,000 180,000 225,000 250,000
</TABLE>

The above benefits are computed on a straight life annuity basis and do not
take into account any reduction for joint and survivor payments or social
security offsets.

Section 415 of the Internal Revenue Code of 1986, as amended (the "Code"),
currently limits the maximum annual benefit which may be paid to any employee
from the Retirement Plan to $125,000 in 1997 and $130,000 in 1998. Section
401(a)(17) of the Code currently limits the amount of compensation taken into
account under a tax-qualified plan to $160,000 in 1997 and in 1998. Both of
these limitations are subject to future adjustment.

As of December 31, 1997, Mr. Loeffler has 24 years of credited service in
the Retirement Plan, and his covered compensation amounts to $700,000. Messrs.
Cohane, DeGeorge, Jepsen, Wetmore and Ms. Reardon do not participate in the
Retirement Plan.

THE LPL PLAN. In 1997, Messrs. Cohane, Jepsen, Wetmore and Ms. Reardon
participated in the LPL Technologies Inc. Retirement Plan (the "LPL Plan") which
terms, except for required employee contributions, are similar to those of the
Amphenol Retirement Plan.

The following table sets forth the estimated annual benefits under the Plan
payable on retirement for specified earnings and years of participation
categories assuming retirement at age 65. The Company has adopted a Supplemental
Employee Retirement Plan ("SERP") which formally provides for the portion of an
annual pension which cannot be paid from the LPL Plan as a result of the Code
limitations described below. Final Average Compensation under the SERP, however,
is limited to $500,000.

<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION PAYABLE BY
LPL AT NORMAL RETIREMENT
BASED ON YEARS OF PARTICIPATION INDICATED
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FINAL AVERAGE
COMPENSATION 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
- ------------------------------------------- --------- --------- ---------- ---------- ---------- ----------
$150,000................................... $ 15,000 $ 30,000 $ 45,000 $ 60,000 $ 75,000 $ 75,000
200,000................................... 20,000 40,000 60,000 80,000 100,000 100,000
250,000................................... 25,500 50,000 75,000 100,000 125,000 125,000
300,000................................... 30,000 60,000 90,000 120,000 150,000 150,000
350,000................................... 35,500 70,000 105,000 140,000 175,000 175,000
400,000................................... 40,000 80,000 120,000 160,000 200,000 200,000
450,000................................... 45,500 90,000 135,500 180,000 225,000 225,000
500,000................................... 50,000 100,000 150,000 200,000 250,000 250,000
</TABLE>

17
<PAGE>
The above benefits are computed on a straight life annuity basis and do not
take into account any reduction for joint and survivor payments or social
security offsets.

As of December 31, 1997, Mr. Cohane has 11 years of credited service in the
LPL Plan, and his covered compensation amounts to $370,000, Mr. Jepsen has 8
years of credited service in the LPL Plan, and his covered compensation amounts
to $540,000, Mr. Wetmore has 10 years of credited service in the LPL Plan, and
his covered compensation amounts to $261,000 and Ms. Reardon has 8 1/2 years of
credited service in the LPL Plan, and her covered compensation amounts to
$185,000. Lawrence J. DeGeorge receives approximately $9,374 annually under the
LPL Plan. Mr. Loeffler does not participate in the LPL Plan.

MERGER OF PENSION PLANS. Prior to 1998, the Company and its domestic
subsidiaries maintained eight separate defined benefit pension plans covering
substantially all U.S. employees. Effective December 31, 1997, these pension
plans were merged into one plan although the different formulas for calculating
pension benefits for employees of each operation have been retained.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

THE MERGER AND RELATED MATTERS. Amphenol entered into an Agreement and Plan
of Merger dated as of January 23, 1997 with NXS Acquisition Corp. ("NXS"), a
wholly-owned subsidiary of a limited partnership organized at the direction of
KKR Associates 1996 L.P. ("KKR"). Pursuant to the Merger Agreement, on May 19,
1997 NXS merged with and into Amphenol, which became the surviving corporation
(the "Merger"). As a result of the Merger, KKR became a 75% majority stockholder
of the Company. The approval of the Merger by the stockholders of Amphenol, as
required by the Merger Agreement and Amphenol's listing agreement with the New
York Stock Exchange, was obtained at a Special Meeting of Amphenol's
Stockholders on May 14, 1997.

Upon the effectiveness of the Merger, (i) each issued and outstanding share
of Amphenol Common Stock was converted into the right to receive in cash from
Amphenol following the Merger an amount equal to $26.00 (the "Cash
Consideration") and (ii) each issued and outstanding share of Amphenol Common
Stock with respect to which an election to retain Amphenol Common Stock had been
made was converted into the right to retain one fully paid and nonassessable
share of Amphenol Common Stock; provided, however, that the aggregate number of
shares of Amphenol Common Stock to be retained could not exceed 4,400,000
shares. Certain of Amphenol's executive officers and directors, were also
stockholders of the Company and owned, in the aggregate, 26.66% of the Company's
Common Stock. Executive officers and directors of Amphenol (including Lawrence
J. DeGeorge and Florence A. DeGeorge who converted a total of 11,362,918 shares
of Amphenol Common Stock) received $303,770,978 of the $1,048,490,000 Cash
Consideration. Executive officers retained a total of 260,651 shares of Amphenol
Common Stock.

Amphenol agreed in the Merger Agreement that all rights to indemnification
then existing in favor of the present and former directors and officers of
Amphenol or any of its subsidiaries as provided in its Amended and Restated
Certificate of Incorporation, its By-Laws, under Delaware General Corporation
Law or otherwise shall survive the Merger and shall continue in full force and
effect in accordance with their terms for a period of six years from the date of
the Merger.

Upon consummation of the Merger, Kohlberg Kravis Roberts & Co., L.P.
received a fee of $18 million from the Company for arranging the Merger and the
financing therefor. Kohlberg Kravis Roberts & Co.,

18
<PAGE>
L.P. has agreed to render management, consulting and financial services to the
Company for an initial annual fee of $1 million. During 1997 the Company paid
Kohlberg Kravis Roberts & Co., L.P. $583,333 for management consulting and
financial services. From time to time Kohlberg Kravis Roberts & Co., L.P. may
receive additional fees for advisory services rendered to the Company and its
subsidiaries. Such fees will be negotiated from time to time with the
independent members of Amphenol's Board of Directors on an arms-length basis and
will be based on the services performed and the prevalent fees then charged by
third-parties for comparable services.

REGISTRATION RIGHTS AGREEMENT. Under certain circumstances and subject to
certain conditions, KKR Associates 1996 L.P. and its affiliated entities (the
"KKR Entities") have the right to require the Company to register under the
Securities Act shares of Common Stock held by them. The Registration Rights
Agreement provides that, among other things, the Company will pay all expenses
in connection with any such registration.

MANAGEMENT STOCKHOLDERS AGREEMENT. Upon consummation of the Merger, the
Company entered into substantially identical Management Stockholders Agreements
with each of Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon who
agreed to retain direct ownership of at least 94,849, 76,923, 76,923, 2,000 and
2,000 shares, respectively. Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms.
Reardon received awards of 336,538, 230,769, 230,769, 17,000 and 17,000 stock
options, respectively, in connection with such personal investment and long-term
commitments to the Company. Each Management Stockholder's Agreement imposes
significant restrictions on the transfer of such shares of Common Stock. Shares
subject to each Management Stockholder's Agreement are generally nontransferable
by any means at any time prior to the fifth anniversary of the date of the
Merger. The Management Stockholders Agreements also afford the Company
significant favorable repurchase rights if an employee voluntarily terminates
employment with the Company without cause.

Stock options granted pursuant to the Amended 1997 Option Plan (See Proposal
3. on page 20) are also subject to the terms and conditions of the Management
Stockholders Agreements. The rights and obligations with respect to shares of
Common Stock purchased by an option awardee upon the exercise of an option will
be identical to the rights and obligations applicable to shares of Common Stock
purchased pursuant to a Management Stockholder's Agreement.

Management stockholders will have limited "piggyback" registration rights
with respect to the shares of Common Stock purchased or retained or acquired by
option exercise if the Company elects to make a public offering and there exists
an active trading market in 40% or more of the Company's Common Stock following
such offering.

SALES PARTICIPATION AGREEMENT. Upon the purchase of Common Stock subject to
the Management Stockholder's Agreement, each such management stockholder will be
the beneficiary of a Sale Participation Agreement (the "Sale Participation
Agreement") with the KKR Entities. The Sale Participation Agreement allows such
management stockholders the right to participate in any sale of shares of Common
Stock by the KKR Entities occurring prior to the fifth anniversary of the first
public offering of Amphenol Common Stock. Shares of Common Stock sold by the
management stockholders pursuant to the Sale Participation Agreement will not be
subject to any restrictions on transfer imposed by the Management Stockholder's
Agreement.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with The Securities and Exchange Commission ("SEC") and the New York
Stock Exchange. Officers, directors and greater than 10% shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

19
<PAGE>
Based solely on its review of the copies of such forms received by it since
January 1, 1997 and written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that its
officers, directors, and greater than 10% beneficial owners complied with all
applicable filing requirements.

PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected Deloitte & Touche LLP to act as
independent accountants for the Company for the current fiscal year, and a
proposal to ratify this selection will be submitted to the Annual Meeting.
Deloitte & Touche LLP has acted as accountants for the Company since June 1997
and management believes it desirable and in the best interests of the Company to
continue the employment of that firm. Representatives of Deloitte & Touche LLP
will be present at the Annual Meeting. Such representatives will have the
opportunity to make a statement if they desire to do so, and are expected to be
available to respond to appropriate questions.

If the foregoing proposal is not approved by the holders of a majority of
the shares represented at the Annual Meeting and voting on the proposal, or if
prior to the 1999 Annual Meeting, Deloitte & Touche LLP shall decline to act or
otherwise become incapable of acting, or if its employment is otherwise
discontinued by the Board of Directors, then in any such case the Board of
Directors will appoint other independent accountants whose employment for any
period subsequent to the 1998 Annual Meeting will be subject to ratification by
the stockholders at the 1999 Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.

PROPOSAL 3. RATIFY AND APPROVE THE AMENDED 1997 OPTION
PLAN FOR KEY EMPLOYEES OF AMPHENOL AND SUBSIDIARIES

In May 1997, the Board of Directors authorized and approved the 1997 Stock
Option Plan for Key Employees of Amphenol and Subsidiaries (the "1997 Plan). The
purpose of the 1997 Plan is to enable key employees of the Company and its
subsidiaries to obtain a proprietary interest in the Company and thus share in
the future success of the Company's business. The 1997 Plan is intended to
attract and retain outstanding personnel and to promote a closer identity of
interests between key employees of the Company and its subsidiaries and
stockholders. 1,200,000 shares of Common Stock were reserved for issuance under
the 1997 Plan. Approximately 1,180,000 options were granted to key employees of
the Company and its subsidiaries in connection with the closing of the Merger.

The Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries
which was authorized and approved by the Board of Directors in January 1998
increases the number of shares of Common Stock to be reserved for issuance under
the 1997 Plan from 1,200,000 to 1,750,000 shares (the "Amended 1997 Option
Plan"). All other terms of the Amended 1997 Option Plan are the same as the 1997
Plan. Approval of the Amended 1997 Option Plan will enable the Company to
continue to provide appropriate incentive compensation to employees of Amphenol
and its subsidiaries. A copy of the Amended 1997 Option Plan for Key Employees
of Amphenol and Subsidiaries is attached hereto as ANNEX A to this Proxy
Statement. Options may be granted prior to the date that the Amended 1997 Option
Plan is approved by stockholders of the Company; provided, however, that no
option shall be exercisable prior to the date of such approval.

If the Amended 1997 Option Plan is approved by the stockholders, it will
become effective as of May 19, 1997. Unless terminated earlier by the Company's
Board of Directors, the Amended 1997 Option Plan will terminate on May 18, 2007.

20
<PAGE>
The Amended 1997 Option Plan shall be administered by the Compensation
Committee of the Board of Directors. The Compensation Committee expects to
consider recommendations of the Chief Executive Officer and other senior
management employees of the Company and shall determine those employees of
Amphenol and its subsidiaries eligible to receive options, the number and the
terms and conditions of each option grant, the form of the Option Agreement and
any conditions on the exercise of an option award.

Only nonqualified stock options ("NQOs") as defined in Section 422 of the
Internal Revenue Code (the "Code") may be granted under the Amended 1997 Option
Plan. Except as set forth below, options will have a maximum term of ten years
and the option exercise price must be at least 100% of the fair market value of
the Common Stock on the date of the option grant.

Employees to whom options were granted or will be granted have entered into
or will enter into a Management Stockholder's Agreement with the Company which,
among other things, (a) restricts the transfer of option shares for five years
after the effective date of the Amended 1997 Option Plan, (b) provides each
optionholder with the right to resell option shares to the Company upon death,
or under certain circumstances, disability of such optionholder and (c) provides
the Company with the right to purchase all of an optionholder's option shares at
varying prices depending upon the applicable circumstances if (i) such
optionholder's employment with the Company is terminated, including, without
limitation, as a result of the optionholder's death, disability or retirement;
provided however, employment by the Company was for at least three years from
the date of grant, (ii) the optionholder effects an unpermitted transfer of
option shares or (iii) the option shares become subject to a transfer pursuant
to a Call Event, provided that in such event the right to purchase shall be only
as to the number of option shares subject to the transfer resulting in the Call
Event. The options vest in 20% annual increments over a period of five years
from the date of grant, with certain exceptions, including without limitation,
in the case of the termination of the optionholder's employment with the
Company.

TAX CONSEQUENCES. Pursuant to the Management Stockholder's Agreement, a
Management Stock-
holder who purchases shares of Common Stock or who acquires shares pursuant to
the exercise of an option is required, unless the Company agrees otherwise, to
make an election (a "Section 83(b) Election") under Section 83(b) of the Code,
with respect to such shares within thirty days after the purchase or exercise
date, as the case may be.

Alternatively, if a Management Stockholder does not make a Section 83(b)
Election, under the present provisions of the Code, the Federal income tax
consequences of the Amended 1997 Option Plan are as follows:

NONQUALIFIED STOCK OPTIONS. The granting of NQOs to an optionee will not
result in taxable income to the optionee or a deduction in computing the income
tax to the Company. Upon exercise of NQOs, the excess of the fair market value
of the shares acquired over the option price is (a) taxable to the optionee as
ordinary income and (b) deductible by the Company in computing the Company's
income tax, subject to satisfying applicable withholding requirements and
general rules relating to reasonableness of compensation.

On March 20, 1998 the market value per share of Common Stock was $58.875
(determined by reference to closing price listed on New York Stock Exchange,
Inc. Composite Tape) and, of the 1,750,000 shares of Common Stock previously
reserved for issuance pursuant to the Amended 1997 Option Plan, 571,574 shares
remain available for future grants. The exercise price of options currently
outstanding range from $26.00 to $39.93.

The Amended 1997 Option Plan is hereby proposed for approval by the
stockholders. The affirmative vote of the holders of a majority of the shares
present or represented and entitled to vote at the 1998 Annual Meeting of
Stockholders will be necessary to approve the Amended 1997 Option Plan of the
Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
APPROVAL OF THE AMENDED 1997 OPTION PLAN.

21
<PAGE>
STOCKHOLDER PROPOSALS

Any stockholder desiring to submit a proposal to be presented for
consideration in the Company's 1999 Proxy Statement must submit such proposal to
the Company no later than the close of business on February 18, 1999. Such
proposals should be sent by Certified Mail--Return Receipt Requested to the
attention of the Secretary of the Company, 358 Hall Avenue, P.O. Box 5030,
Wallingford, Connecticut 06492-7530.

Under the current rules of the Securities and Exchange Commission, a
stockholder submitting a proposal is required to be a record or beneficial owner
of at least 1% or $1,000 in market value of the Company's Common Stock and to
have held such stock for at least one year prior to the date of submission of
the proposal, and he or she must continue to own such securities through the
date on which the meeting is held.

GENERAL AND OTHER MATTERS

At the date of this Proxy Statement, the Company knows of no business that
will be brought before the 1998 Annual Meeting of Stockholders other than the
matters set forth above. However, if any further business properly comes before
the Annual Meeting or any adjournments thereof, the persons named as proxies in
the accompanying proxy will vote them in accordance with their discretion and
judgment on such matters.

The expense of preparing, printing and mailing this Proxy Statement will be
paid by the Company. In addition to the use of the mail, proxies may also be
solicited personally or by telephone by officers and employees of the Company
without additional compensation.

The Company has herewith provided each stockholder whose proxy is being
solicited hereby, a copy of the Company's 1997 Annual Report, including
financial statements. Written requests for additional copies should be directed
to: Treasurer, Amphenol Corporation, 358 Hall Avenue, P.O. Box 5030,
Wallingford, Connecticut 06492-7530.

PLEASE DATE AND SIGN THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED REPLY ENVELOPE ON WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.

By Order of the Board of Directors,

Edward C. Wetmore
Secretary

Wallingford, Connecticut
April 22, 1998

22
<PAGE>
ANNEX A
AMENDED 1997 OPTION PLAN
FOR KEY EMPLOYEES OF
AMPHENOL AND SUBSIDIARIES

1. PURPOSE OF PLAN This Amended 1997 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 herein:

"Board of Directors" means the Board of Directors of the Corporation.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Compensation Committee of the Board of Directors.

"Common Stock" or "Share" means Series A Common Stock of the Corporation
which may be authorized but unissued, or issued and reacquired.

"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.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"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.

"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 Options granted under
this Plan.

"Option Agreement" means an agreement between the Corporation and a
Participant that sets forth the terms, conditions and limitations applicable to
a grant of Options pursuant to the Plan.

"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).

"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 of Options 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.

"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.

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<PAGE>
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 Option grants or to purchase
Shares 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 Option 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 Option 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 Option 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 Option
grants may be made under this Plan to non-employee directors of Corporation or
any of its Subsidiaries. Options may be granted singly, in combination or in
tandem. The terms, conditions and limitations of each Option grant under the
Plan shall be set forth in an Option Agreement, in a form approved by the
Committee, consistent, however, with the terms of the Plan and the Management
Stockholders' Agreement.

5. GRANTS From time to time, the Committee, in its sole discretion, will
determine the forms and amounts of Options to be granted to Participants. At the
time of an Option grant, the Committee shall determine, and shall include in the
Option 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. In addition to other restrictions
contained in the Plan, an Option granted under this Paragraph 5, (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 50% of the Fair Market Value of Common Stock
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 Option Agreement and of any applicable guidelines of
the Committee in effect at the time.

Options may be granted prior to the effective date of the Plan (as
determined pursuant to Paragraph 13 herein); provided, however, that no Option
shall be Exercisable prior to the date of the approval of the Plan by the
stockholders of the Corporation.

6. LIMITATIONS AND CONDITIONS

(a) The number of Shares available under this Plan shall be 1,750,000 shares
of the authorized Common Stock as of the effective date of the Plan. The number
of Shares subject to Options under this

A-2
<PAGE>
Plan to any one Participant shall not be more than 500,000 Shares. Unless
restricted by applicable law, Shares related to Options that are forfeited,
terminated, cancelled or expire unexercised, shall immediately become available
to be subject to Option grants.

(b) No Options shall be granted under the Plan beyond ten years after the
effective date of the Plan, but the terms of Options granted on or before the
expiration of the Plan may extend beyond such expiration. At the time an Option
is granted or amended or the terms or conditions of an Option 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 Option 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 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 of Options 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 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 Option grants and exercise prices
related to outstanding Option grants and make such other revisions to
outstanding Option grants as it deems are equitably required.

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,

A-3
<PAGE>
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
Option grants as are consistent with this Plan provided that, except for
adjustments under Paragraph 8 or 9 hereof, no such action shall modify such
Option 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 Option 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 Options under the Plan, decrease the exercise price of
outstanding Options, change the requirements relating to the Committee or extend
the term of the Plan.

11. FOREIGN OPTIONS AND RIGHTS The Committee may grant Options to
Employees who are subject to the laws of nations other than the United States,
which Option 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 Option Agreement may provide that the
Participant may elect, in accordance with any conditions set forth in such
Option 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.

A-4
<PAGE>

DETACH HERE

PROXY

AMPHENOL CORPORATION

The undersigned, revoking previous proxies as relating to these shares,
hereby acknowledges receipt of the Notice of 1998 Annual Meeting and Proxy
Statement dated April 22, 1998 in connection with the Annual Meeting to be
held at 11:00 a.m. on May 20, 1998 at the Corporate Headquarters of the
Company, 358 Hall Avenue, Wallingford, Connecticut 06492 and hereby appoints
Martin H. Loeffler and Edward G. Jepsen, and each of them (with full power to
act alone), the attorneys and proxies of the undersigned, with power of
substitution to each, to vote all shares of the Class A Common Stock of
AMPHENOL CORPORATION registered in the name provided herein which the
undersigned is entitled to vote at the 1998 Annual Meeting of Stockholders,
and at any adjournment or adjournments thereof, with all the powers the
undersigned would have if personally present. Without limiting the general
authorization hereby given, said proxies are, and each of them is, instructed
to vote or act as follows on the proposals set forth in said Proxy Statement.

Election of two Directors for terms to expire at the 2001 Annual Meeting.

Nominees:
Martin H. Loeffler and Michael W. Michelson

SEE REVERSE SIDE, if you wish to vote in accordance with the Board of
Directors' recommendations, just sign on the reverse side. You need not mark
any boxes.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

<PAGE>

DETACH HERE

/ X / Please mark
votes as in
this example.

This Proxy when executed will be voted in the manner directed herein. If no
direction is made this Proxy will be voted FOR the election of the Nominee
Directors and FOR Proposal 2 and Proposal 3.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposals 1, 2 and 3.
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
1. Election of two Nominee Directors 2. Ratification of Deloitte & Touche / / / / / /
(See reverse) LLP as independent public
accountants of the Company.

FOR WITHHELD 3. Ratify and approve the Amended / / / / / /
/ / / / 1997 Option Plan for Key
Employees of Amphenol and
Subsidiaries.

/ /
--------------------------------------
For all nominees except as noted above
- ------------------------------------------------------------------------------------------------------------------

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

</TABLE>