2nd Amendment - Executive Life Insurance Plan

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 own ...