Exhibit
10.20


THE FOURTH 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;


(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; and


(d) to create
competitive levels of compensation for management personnel.


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 Class A Common Stock of the Corporation which may be
authorized but unissued, or issued and reacquired.


(e)                                  “Key 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



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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 Stockholder’s 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 a Key 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.



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4.                                       Eligibility


The
Committee may from time to time make Grants under the Plan to such Key
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 the
Corporation or any of its Subsidiaries. 
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 Stockholder’s 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 set forth 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(b) 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 24,000,000 Shares of the
authorized Common Stock as of the effective date of the Plan.  The number of Shares subject to Option Grants
under this Plan to any one Participant shall not be more than 6,000,000
Shares.  Unless restricted by applicable
law, Shares related to Grants that are forfeited, terminated, cancelled or
expire unexercised, shall immediately become available for new 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.



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(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


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.


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



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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 stockholder approval, increase the aggregate number of Shares subject
to Grants under the Plan, decrease the exercise price of outstanding Options,
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 Key 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.


5/24/2007



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