Second Amendment Agreement

 Second Amendment Agreement
          AMP Incorporated Split-Dollar Life Insurance
                                

     This SECOND AMENDMENT AGREEMENT (the "Amendment") is made this 25th day of
September, 1997 by and between AMP Incorporated, a Pennsylvania corporation
having its principal place of business in Harrisburg, Pennsylvania (the
"Corporation"), and ____________________ (the "Employee").

     WITNESSETH:

     WHEREAS, the Corporation and the Employee entered into a Split-Dollar Life
Insurance Agreement originally effective October 1, 1990 and amended by a First
Amendment dated and effective March 1, 1995 (the "Agreement"), for the purpose
of assisting the Employee with a personal life insurance program in recognition
of the Employee's contributions to the business success of the Corporation and
as an inducement to the Employee's continued employment;

     WHEREAS, Section 6.2 of the Agreement provides that the Agreement may be
amended by express written agreement signed by both the Employee and a duly
authorized representative of the Corporation; and

     WHEREAS, the Corporation desires, in agreement with the Employee, to amend
the Agreement as hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and the agreements and
covenants contained herein, the Corporation and the Employee, intending to be
legally bound hereby, agree as follows:

1.   Section 5.4 is hereby deleted in its entirety and the following is
     substituted in its place:
     
     "5.4 Rights Upon a Change in Control.

     (a)  Notwithstanding any other provision of this Agreement to the contrary,
          upon a "Change in Control," as hereinafter defined, this Agreement may
          not be terminated (except by mutual consent) by reason of the
          termination of the Employee's employment with the Corporation before
          the later of (i) the Policy anniversary date next following the
          Employee's 65th birthday, or (ii) the expiration of fifteen (15)
          Policy years from the date of the Policy, unless the Parties mutually
          consent to the continuation of this Agreement at that time.
       
     (b)  For the purpose of this Agreement, a change of control of the
          Corporation ("Change of Control") shall be deemed to have occurred if
          the event set forth in any one of the following paragraphs shall have
          occurred:
       
          (i)  any Person (as defined below) is or becomes the beneficial owner
               (as defined in Rule 13d-3 under the Securities Exchange Act of
               1934, as amended (the "Exchange Act")), directly or indirectly,
               of securities of the Corporation (not including in the securities
               beneficially owned by such Person any securities acquired
               directly from the Corporation or its affiliates) representing 30%
               or more of either the then outstanding shares of common stock of
               the Corporation or the combined voting power of the Corporation's
               then outstanding securities; or
          
          (ii) the following individuals cease for any reason to constitute a
               majority of the number of directors then serving: individuals
               who, on the date hereof, constitute the Board and any new
               director (other than a director whose initial assumption of
               office is in connection with an actual or threatened election
               contest, including but not limited to a consent solicitation,
               relating to the election of directors of the Corporation) whose
               appointment or election by the Board or nomination for election
               by the Corporation's stockholders was approved by a vote of at
               least two-thirds (2/3) of the directors then still in office who
               either were directors on the date hereof or whose appointment,
               election or nomination for election was previously so approved;
               or
          
          (iii) there is consummated a merger or consolidation of the
               Corporation with any other corporation or the issuance of voting
               securities of the Corporation in connection with a merger or
               consolidation of the Corporation (or any direct or indirect
               subsidiary of the Corporation) pursuant to applicable stock
               exchange requirements, other than (A) a merger or consolidation
               that would result in the voting securities of the Corporation
               outstanding immediately prior to such merger or consolidation
               continuing to represent (either by remaining outstanding or by
               being converted into voting securities of the surviving entity or
               any parent thereof) at least 66 2/3% of the combined voting power
               of the voting securities of the Corporation, or such surviving
               entity or any parent thereof, outstanding immediately after such
               merger or consolidation, or (B) a merger or consolidation
               effected to implement a recapitalization of the Corporation (or
               similar transaction) in which no Person is or becomes the
               beneficial owner (as defined in Rule 13d-3 under the Exchange
               Act), directly or indirectly, of securities of the Corporation
               (not including in the securities beneficially owned by such
               Person any securities acquired directly from the Corporation or
               its affiliates) representing 30% or more of either the then
               outstanding shares of common stock of the Corporation or the
               combined voting power of the Corporation's then outstanding
               securities; or
          
          (iv) the stockholders of the Corporation approve a plan of complete
               liquidation or dissolution of the Corporation or there is
               consummated an agreement for the sale or disposition by the
               Corporation of all or substantially all of the Corporation's
               assets, other than a sale or disposition by the Corporation of
               all or substantially all of the Corporation's assets to an
               entity, at least 70% of the combined voting power of the voting
               securities of which are owned by Persons in substantially the
               same proportions as their ownership of the Corporation
               immediately prior to such sale.
          
     (c)  Person. For the purpose of this Agreement, "Person" shall have the
          meaning given in Section 3(a)(9) of the Exchange Act, as modified and
          used in Sections 13(d) and 14(d) thereof, except that such term shall
          not include:
       
          (i)  the Corporation or any of its subsidiaries;
          
          (ii) a trustee or other fiduciary holding securities under an employee
               benefit plan of the Corporation or any of its subsidiaries;
          
          (iii) an underwriter temporarily holding securities pursuant to an
               offering of such securities; or

          (iv) a corporation owned, directly or indirectly, by the stockholders
               of the Corporation in substantially the same proportions as their
               ownership of stock of the Corporation.
          
     It is expressly understood and agreed that, except as provided above, all
terms, conditions and provisions contained in the Agreement shall remain in full
force and effect and without any further change or modification whatsoever.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first above written.

______________________________       ________________________________
Witness for Employee Signature               Employee Signature
                                     
                                     
Attest:_________________________             AMP Incorporated
         Corporate Secretary          
                                By:  ________________________________

                              Title: ________________________________ 

Basic Info X:

Name: Second Amendment Agreement
Type: Second Amendment Agreement
Date: Nov. 14, 1997
Company: AMP INC
State: Pennsylvania

Other info:

Date:

  • 25th day of September , 1997
  • October 1 , 1990
  • March 1 , 1995
  • 65th birthday

Location:

  • Harrisburg
  • Pennsylvania

Percent:

  • 23 %
  • 30 %
  • 70 %