FIFTH AMENDMENT
                                     TO THE
                          AMP INCORPORATED PENSION PLAN

    (as amended and restated in its entirety effective January 1, 1989, and
           incorporating further amendments through January 1, 1995)
                                
     The AMP Incorporated Pension Plan is maintained pursuant to an amended and
restated document that has a general effective date of January 1, 1989, which
document incorporates further amendments made to the Plan that were effective
through January 1, 1995 and has been further amended on four prior occasions.
Said document is hereby further amended as hereinafter set forth.

1.   Section 2.1 of the Plan is hereby amended, effective as of October 1, 1997,
     to provide as follows:

     2.1  Each Employee who was a Participant in the Plan immediately before
          January 1, 1989 shall continue to be a Participant in the Plan on
          January 1, 1989.

          Each other Employee who completes the eligibility requirements
          specified in Section 2.2 on or after January 1, 1989 shall become a
          Participant on the first day of the month coincident with or next
          following the date on which he completed the eligibility requirements.

          In no event, however, shall an Employee become or continue as a 
          Participant if he:

          (A)  is a member of a collective bargaining unit covered under a
               collective bargaining agreement unless such agreement provides
               for coverage of such bargaining unit members in the Plan, or

          (B)  is a director of the Company who is not otherwise an Employee, or

          (C)  is deemed to be a leased employee for purposes of this Plan under
               Section 414(n) of the Code, or 

          (D)  is an Employee on or after January 1, 1995 of the Company's
               Aerospace and Government Systems West operation (i.e., an
               employee recorded and accounted for in the Company's records in
               company #50000), or

          (E)  is an Employee on or after December 1, 1995, of the Company's
               operating unit or division established as a result of the
               November 30, 1995 merger into the Company of Kaptron, Inc. for
               the purpose of continuing the business operations of Kaptron,
               Inc., or

          (F)  is an Employee on or after January 1, 1996 of a Company operating
               unit or division established as a result of the December 31, 1995
               mergers into the Company of AMP Packaging Systems, Inc., Carroll
               Touch, Inc., and Precision Interconnect, Inc. for the purpose of
               continuing the business operations of such former wholly- owned
               subsidiaries of the Company, or

          (G)  is an Employee on or after January 1, 1996, of a Company
               operating unit or division established as a result of the merger
               into the Company of QLP Laminates, Inc. for the purpose of
               continuing the business operations of such former wholly-owned
               subsidiary, or

          (H)  is an Employee on or after July 1, 1996 of a Company operating
               unit or division established as a result of the June 30, 1996
               merger into the Company of the AMP Circuits Company for the
               purpose of continuing the business operations of the former
               AMP-AKZO joint venture, or

          (I)  is an Employee on or after November 1, 1996 of a Company
               operating unit or division established as a result of the October
               31, 1996 and November 7, 1996 acquisitions by the Company of the
               assets of GCA Partners for the purpose of continuing the business
               operations of such partnership, or

          (J)  is an Employee on or after October 1, 1997 of a Company operating
               unit or division established as a result of the September 30,
               1997 merger into the Company of M/A-COM, Inc. for the purpose of
               continuing the business operations of such former wholly owned
               subsidiary.

2.   Section 4.16 of the Plan is amended, effective July 22, 1997, by the
     deletion of final sentence thereof, which defines "change in control" for
     purposes of the Plan, and the substitution in its place of the following:

     For purposes hereof, a "change in control" shall be deemed to have occurred
     if the event set forth in anyone 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 (the "Exchange Act")), directly or indirectly, of securities
               of the Company (not included in the securities beneficially owned
               by such Person any securities acquired directly from the Company
               or its affiliates) representing 30% or more of either the then
               outstanding shares of common stock of the Company or the combined
               voting power of the Company's then outstanding securities; or

          ii.  the following individuals cease for any reason to constitute a
               majority of the number of directors then serving on the Board of
               Directors: individuals who, on the effective date hereof,
               constitute the Board of Directors 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 Company) whose appointment or
               election by the Board of Directors or nomination for election by
               the Company'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 effective 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 Company
               with any other corporation or the issuance of voting securities
               of the Company in connection with a merger or consolidation of
               the Company (or any direct or indirect subsidiary of the Company)
               pursuant to applicable stock exchange requirements, other than
               (A) a merger or consolidation that would result in the voting
               securities of the Company 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 Company, 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 Company (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 Company (not including in the
               securities beneficially owned by such Person any securities
               acquired directly from the Company or its affiliates)
               representing 30% or more of either the then outstanding shares of
               common stock of the Company or the combined voting power of the
               Company's then outstanding securities; or

          iv.  the stockholders of the Company approve a plan of complete
               liquidation or dissolution of the Company or there is consummated
               an agreement for the sale or disposition by the Company of all or
               substantially all of the Company's assets, other than a sale or
               disposition by the Company of all or substantially all of the
               Company'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 Company immediately prior to such sale.

     For the purpose of this Section, "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 Company or any of its subsidiaries;

          (ii) a trustee or other fiduciary holding securities under an employee
               benefit plan of the Company of 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 Company in substantially the same proportions as their
               ownership of stock of the Company.


EXECUTED at Harrisburg, Pennsylvania this _____ day of __________, 1997.

                                        AMP Incorporated
                                
                                By:______________________________

                                Its:_____________________________
                                
                                And:_____________________________

                                Its:_____________________________