Exhibit 4.3


 


Form of Note


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


CUSIP: 032095 AL5


ISIN: US032095AL53



 


	No. R-[●]	$[●]



 


AMPHENOL CORPORATION


2.200% SENIOR NOTES DUE 2031


 


Amphenol Corporation, a Delaware
corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered assigns, the principal sum
of [●] DOLLARS ($[●]), on September 15, 2031 (such date is hereinafter referred to as the “Stated Maturity”),
and to pay interest on said principal sum, from September 14, 2021 or from the next most recent date to which interest has been paid or
duly provided for, semi-annually in arrears, on March 15 and September 15 of each year (each such date, an “Interest Payment Date”),
commencing on March 15, 2022, at the rate of 2.200% per annum until the principal hereof shall have been paid or duly made available for
payment and, to the extent permitted by law, to pay interest on any overdue principal and premium, if any, and on any overdue installment
of interest from time to time on demand at the rate borne by the Notes.


 






     


     


    

 


The interest so payable shall
be paid to the persons in whose name the Notes are registered at the close of business on March 1 and September 1 (the “Interest
Record Dates”) (whether or not a Business Day) immediately preceding such March 15 or September 15, respectively.


 


The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any
Interest Payment Date, any redemption date or the Stated Maturity falls on a day that is not a Business Day, the required payment of principal,
premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest
will accrue on the amount so payable for the period from and after such Interest Payment Date, such redemption date or Stated Maturity,
as the case may be, to the date of that payment on that next succeeding Business Day.


 


As used herein, the term “Depository”
shall mean The Depository Trust Company, New York, New York, another clearing agency or any successor registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable statute or regulation, which in each case, shall
be designated by the Company pursuant to the Indenture.


 


If the Company defaults in
a payment of interest on the Notes, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on
the defaulted interest, to the Persons who are Holders of the Notes on a subsequent special record date. The Company shall fix the record
date and payment date. At least ten days before the record date, the Company shall mail to the Trustee and to each Holder of the Notes
a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in
any other lawful manner.


 


The place where: (i) principal
of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer or
exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be at the
Company’s office or agency in Pittsburgh, Pennsylvania (which initially shall be the corporate trust office of the Trustee at: BNY
Mellon Corporate Trust 500 Ross Street, 12th Floor, Pittsburgh, PA 15262), provided that, at the Company’s option, payment
of interest may be made by check mailed to the registered Holders of the Notes at their registered addresses.


 


Notwithstanding the foregoing,
as long as this Note is represented by a Global Note, payments of principal of, premium, if any, and interest on this Note will be made
by wire transfer of immediately available funds to the Depositary or its nominee as the initial holder of this Note.


 


REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE FOLLOWING PAGES HEREOF, WHICH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.


 


Unless the certificate of
authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.


 






     


     


    

 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


 


Dated: September 14, 2021


 


		AMPHENOL CORPORATION
	 	 	 
	 	By:	 
	 	 	Name: Craig A. Lampo
	 	 	Title: Senior Vice President and Chief
Financial Officer



 


Attest:


 


 


	 	 



Name: Lance D’Amico


Title: Senior Vice President, Secretary and General Counsel


 


[Signature Page to Global
Note]


 






     


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This Global Note is one of
the Securities of the series designated therein referred to in the within-mentioned Indenture.


 





		THE BANK OF NEW YORK MELLON, 

as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 


Dated: September 14, 2021


 






     


     


    

 


(REVERSE OF NOTE)


 


AMPHENOL CORPORATION


2.200% SENIOR NOTES DUE 2031


 


This Global Note designated
on the face hereof as 2.200% Senior Notes due 2031 (the “Notes”) is a duly authorized issue of securities of the Company issued
and issuable in one or more series under an indenture, dated as of November 5, 2009 (the “Base Indenture”), between the Company
and The Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor trustee under such indenture),
to such indenture, as supplemented by an Officers’ Certificate dated as of September 14, 2021 establishing the terms of the Notes
(the “Officers’ Certificate,” and together with the Base Indenture, the “Indenture”), reference is hereby
made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and
the holders of the securities issued thereunder and of the terms upon which said securities are, and are to be, authenticated and delivered.
Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.


 


The Notes are not subject to a mandatory or optional sinking
fund requirement.


 


The Notes shall be redeemable,
at the Company’s option, in whole or in part, at any time or from time to time at the redemption prices described in the Indenture.


 


If a Change of Control Repurchase
Event (as defined in the Indenture) occurs, unless the Company has exercised its right to redeem all of the Notes as described above,
each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 and integral multiples
of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described in the Indenture, at a purchase price in cash
equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase
(subject to the right of Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment
Date).


 


If an Event of Default (as
defined in the Indenture) with respect to the Notes of this Series occurs and is continuing, the principal of the Notes of this Series
may be declared due and payable in the manner and with the effect provided in the Indenture.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each Series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities at the time outstanding of each Series to be affected.
Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure, correct or supplement any ambiguity,
omission, defect or inconsistency as to the Securities of such Series or to make any change that does not adversely affect the rights
of any Holder of the Securities of such Series in any material respect. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Securities of each Series at the time outstanding, on behalf of the Holders of all
Securities of such Series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Until such waiver becomes effective, a consent to it by a Holder of this Note is a continuing consent
by the Holder and every subsequent Holder of this Note or portion of this Note that evidences the same debt as the consenting Holder’s
Note, even if notation of the consent is not made on this Note. However, any such Holder or subsequent Holder may revoke the consent as
to such Holder’s Note or portion of this Note if the Trustee receives the notice of revocation before the date of the waiver becomes
effective. Any amendment or waiver once effective shall bind every Holder of each Series affected by such amendment or waiver, subject
to certain exceptions provided for in the Indenture.


 






     


     


    

 


Every amendment to the Indenture
or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.


 


No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times and place and at the rate and in the currency herein prescribed.


 


A Holder shall register the
transfer of or exchange Notes in accordance with the Indenture. The Company may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange
Notes of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of
redemption of Notes of such Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register
the transfer of or exchange Notes of any Series selected, called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.


 


The Company may be discharged
from its obligations under the Notes and under the Indenture with respect to the Notes except for certain provisions thereof, and may
be discharged from obligations to comply with certain covenants contained in the Notes and in the Indenture with respect to the Notes,
in each case upon satisfaction of certain conditions specified in the Indenture.


 


A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting the Note waives
and releases all such liability. The waiver and release are part of the consideration for the issue of the Note.


 


The registered Holder of this
Note shall be treated as the owner of it for all purposes.


 


If funds for the payment of
principal or interest remain unclaimed for two years, the Trustee and the Paying Agent will repay the funds to the Company at its written
request. After that, all liability of the Trustee and such Paying Agent with respect to such funds shall cease.


 


The Trustee shall act as the
Registrar, Paying Agent and Service Agent (as defined in the Indenture) for the Notes. The Notes shall be issued in denominations of $2,000
and integral multiples of $1,000 in excess thereof. The Notes shall be issued only in registered form without coupons. In the event of
a declaration of acceleration of the maturity of the Notes pursuant to the Indenture, 100% of the principal amount of the Notes shall
be payable. The Notes shall be issued in United States dollars and principal of and premium, if any, and interest on the Notes shall be
paid in United States dollars. The Notes shall be unsecured debt securities of the Company. The Notes shall not be convertible to any
other securities of the Company. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State
of New York.


 


In order
to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities)
related to the Notes in effect from time to time (“Applicable Law”) that a foreign financial institution, issuer,
trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) upon written request of the
Trustee, to provide to the Trustee, to the extent reasonably available to the Company, sufficient information about the parties
and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has tax
related obligations under Applicable Law and (ii) that the Trustee shall be entitled to make any withholding or deduction from
payments to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability.


 






     


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form
below:


 


(I) or (we) assign and transfer this Note to:


 


 


(Insert
assignee’s legal name)


 


(Insert assignee’s soc. sec. or tax I.D.
no.)


 


 


 


 


(Print
or type assignee’s name, address and Zip Code)


 


and irrevocably appoint                                                                                                                                                                                                      to
transfer this Note on the books of the Company. The Agent may substitute another to act for him.


 


Date:


 


	 	Your
Signature:  	 
	 	 	(Sign exactly as your name appears on the face of this Note)



 





Signature Guarantee*:


 


		*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee).



 






     


     


    

 


OPTION OF HOLDER
TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to the provisions hereof, check the box:  ̈


 


If you want to elect to have only part of the
Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased:
$______________________


 


Date:


 


 


	 	Your
Signature:  	 
	 	 	(Sign exactly as your name appears on
the face of this Note)
	 	 	 
	 	Tax Identification No.:  	 


 


	Signature Guarantee*: 	 




 


		*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee).