Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2019 (filed as Exhibit 10.28 to the December 31, 2018 10-K)

Exhibit 10.28

The CORPORATEplan for RetirementSM

EXECUTIVE Plan

Adoption Agreement

IMPORTANT NOTE

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity.  An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states.  An Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is "unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees" under the Employee Retirement Income Security Act with respect to the Employer's particular situation.  Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document.  This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer.  This document must be reviewed by the Employer’s attorney prior to adoption.

ADOPTION AGREEMENT

ARTICLE 1

1.01PLAN INFORMATION

(a)Name of Plan:

This is the Amphenol Corporation Supplemental Defined Contribution Plan (the "Plan").

1.02EMPLOYER

(b)The term "Employer" includes the following Related Employer(s)

             (as defined in Section 2.01(a)(25)) participating in the Plan:   

1.03COVERAGE 

(Check (a) and/or (b).)

(a)☑  The following Employees are eligible to participate in the Plan (Check (1) or (2)):

(1)   ☑Only those Employees designated in writing by the Employer, which writing is hereby incorporated herein.

(2)   ☐Only those Employees in the eligible class described below:

(b)☐  The following Directors are eligible to participate in the Plan (Check (1) or (2)):  

(1)   ☐ Only those Directors designated in writing by the Employer, which writing is hereby incorporated herein.

(2)   ☐  All Directors, effective as of the later of the date in 1.01(b) or the date the Director becomes a Director.

(Note:  A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1.03(a)(2) must include the effective date of such participation.)

AMENDMENT EXECUTION PAGE

(Fidelity’s Copy)

(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement.  Attach the amended page(s) of the Adoption Agreement to these execution pages.)

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

Employer:        Amphenol Corporation                        

By:                   /s/ David Silverman                            

Title:                Vice President, Human Resources      

Date:                December 18, 2018                             

AMENDMENT EXECUTION PAGE

(Employer’s Copy)

(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

Employer:       Amphenol Corporation                      

By:                  /s/ David Silverman                             

Title:               Vice President, Human Resources         

Date:               December 18, 2018                            

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