0001047469-04-028493 Sample Contracts

6,656,814 Shares AMPHENOL CORPORATION CLASS A COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • September 10th, 2004 • Amphenol Corp /De/ • Electronic connectors • New York

We have acted as counsel to Amphenol Corporation, a Delaware corporation (the "Company"), and the Selling Stockholders (as defined below) in connection with the purchase by you of an aggregate of 6,656,814 shares of Class A Common Stock, par value $.001 per share (the "Shares"), of the Company from certain selling stockholders of the Company (the "Selling Stockholders") named in Schedule II to the Underwriting Agreement (as defined below), pursuant to the Underwriting Agreement among you, the Company and the Selling Stockholders dated September 9, 2004 (the "Underwriting Agreement").

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