EX-10.B

                        AMP INCORPORATED


                  EMPLOYEE SHARE PURCHASE PLAN
                       TABLE OF CONTENTS

                                                             Page

I.   Purpose                                                  1

2.   Definitions                                              1

3.   Eligibility                                              2

4.   Participation                                            3

5.   Offering                                                 4

6.   Purchase of Stock                                        6

7.   Payment and Delivery                                     6

8.   Recapitalization                                         6

9.   Merger, Liquidation, Other Corporation Transactions      7

10.  Transferability                                          7

11.  Amendment or Termination of the Plan                     7

12.  Administration                                           8

13.  Committee Rules for Foreign Jurisdictions                8

14.  Securities Laws Requirements                             9

15.  Government Regulations                                   9

16.  No Enlargement of Employee Rights                        9

17.  Governing Law                                            9

18.  Effective Date                                           9
                        AMP INCORPORATED

                  EMPLOYEE SHARE PURCHASE PLAN


1.   PURPOSE.

     The purpose of this Plan is to provide an opportunity for Employees of AMP
Incorporated (the "Corporation") and its Designated Subsidiaries, to purchase
Common Stock of the Corporation and thereby to have an additional incentive to
contribute to the prosperity of the Corporation. It is the intention of the
Corporation that the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended, although the
Corporation makes no undertaking nor representation to maintain such
qualification. In addition, this Plan authorizes the grant of options and
issuance of Common Stock which do not qualify under section 423 of the Code
pursuant to sub-plans adopted by the Committee designed to achieve desired tax
or other objectives in particular locations outside the United States.

2.   DEFINITIONS.

     (a) "Board" shall mean the Board of Directors of the Corporation.

     (b) "Code" shall mean the Internal Revenue Code of 1986, of the USA as
amended.

     (c) "Committee" shall mean the committee appointed by the Board in
accordance with Section 12 of the Plan.

     (d) "Common Stock" shall mean the Common Stock of the Corporation, or any
stock into which such Common Stock may be converted.

     (e) "Compensation" shall mean an Employee's base cash compensation
including non-variable cash payments paid on account of personal services
rendered by the Employee to the Corporation or a Designated Subsidiary plus
pre-tax contributions of the Employee which are part of deferred compensation or
benefit plans maintained by the Corporation or a Designated Subsidiary, with any
modifications determined by the Committee. The Committee shall have the
authority to determine and approve all forms of pay (such as commissions) to be
included in the definition of Compensation and may change the definition on a
prospective basis.

     (f) "Corporation" shall mean AMP Incorporated, a Pennsylvania corporation.

     (g) "Designated Subsidiary" shall mean a Subsidiary which has been
designated by the Committee as eligible to participate in the Plan with respect
to its Employees.

     (h) "Employee" shall mean an individual classified as an employee (within
the meaning of Code Section 3401(c) and the regulations thereunder) by the
Corporation or a Designated Subsidiary on the Corporation's payroll records
during the relevant participation period.

     (i) "Entry Date" shall mean the first business day of each Purchase Period.

     (j) "Fair Market Value" shall mean the value of one (1) share of Common
Stock on the relevant date, determined as follows:

     (1) If the shares are traded on an exchange, the reported "closing price"
on the trading day which precedes the relevant day (e.g., the Entry Date or
Purchase Date);

     (2) If the shares are traded over-the-counter on the NASDAQ System or on
the NASDAQ National Market System, the mean between the highest bid and the
highest asked prices on said System on the trading day which precedes the
relevant day (e.g., the Entry Date or Purchase Date); and

     (3) If neither (1) nor (2) applies, the fair market value as determined by
the Committee in good faith. Such determination shall be conclusive and binding
on all persons.

     (k) "Participant" shall mean a participant in the Plan as described in
Section 4 of the Plan.

     (l) "Plan" shall mean this Employee Share Purchase Plan.

     (m) "Purchase Date" shall mean the last business day of each Purchase
Period.

     (n) "Purchase Period" shall mean a three-month, six-month or other period
as determined by the Committee. The first Purchase Period shall commence on the
Plan's Effective Date. Subsequent Purchase Periods, if any, shall run
consecutively after the termination of the preceding Purchase Period.

     (o) "Shareholder" shall mean a record holder of shares entitled to vote
shares of Common Stock under the Corporation's by-laws.

     (p) "Subsidiary" shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, as described
in Code Section 424(f).

3.   ELIGIBILITY.

     Any Employee regularly employed on a full-time or part-time basis by the
Corporation or by any Designated Subsidiary on an Entry Date shall be eligible
to participate in the Plan with respect to the Purchase Period commencing on
such Entry Date, provided that the Committee may establish administrative rules
requiring that employment commence some minimum period (e.g., one pay period)
prior to an Entry Date to be eligible to participate with respect to the
Purchase Period beginning on that Entry Date and provided further that (1) the
Committee may exclude part-time employees from participation pursuant to
criteria and procedures established by the Committee and (2) the Committee may
impose an eligibility period on participation of up to two years with respect to
participation on any prospective Entry Date. The Board may also determine that a
designated group of highly compensated Employees are ineligible to participate
in the Plan so long as the excluded category fits within the definition of
"highly compensated employee" in Code section 414(g). An Employee shall be
considered employed on a full-time basis unless his or her customary employment
is less than 20 hours per week or five months per year. No Employee may
participate in the Plan if immediately after an option is granted the Employee
owns or is considered to own (within the meaning of Code Section 424(d)), shares
of stock, including stock which the Employee may purchase by conversion of
convertible securities or under outstanding options granted by the Corporation,
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Corporation or of any of its Subsidiaries. All
Employees who participate in the Plan shall have the same rights and privileges
under the Plan except for differences which may be mandated by local law and
which are consistent with Code Section 423(b)(5); provided, however, that
Employees participating in a sub-plan adopted pursuant to Section 13 which is
not designed to qualify under Code section 423 need not have the same rights and
privileges as Employees participating in the Code section 423 Plan. The Board
may impose restrictions on eligibility and participation of Employees who are
officers and directors to facilitate compliance with federal or state securities
laws or foreign laws.

4.   PARTICIPATION.

     4.1 An Employee who is eligible to participate in the Plan in accordance
with Section 3 may become a Participant by filing, on a date prescribed by the
Committee prior to an applicable Entry Date, a completed payroll deduction
authorization and Plan enrollment form provided by the Corporation or by
following an electronic or other enrollment process as prescribed by the
Committee. An eligible Employee may authorize payroll deductions at the rate of
any whole percentage of the Employee's base salary, not to exceed fifteen
percent (15%) of the Employee's Compensation, or such greater percentage, not to
exceed 25%,as specified by the Committee as applied to a Purchase Period. All
payroll deductions may be held by the Corporation and commingled with its other
corporate funds. No interest shall be paid or credited to the Participant with
respect to such payroll deductions except where required by local law as
determined by the Committee. A separate bookkeeping account for each Participant
shall be maintained by the Corporation under the Plan and the amount of each
Participant's payroll deductions shall be credited to such account. A
Participant may not make any additional payments into such account.

     4.2 Under procedures established by the Committee, a Participant may
discontinue participation in the Plan at any time during a Purchase Period by
completing and filing a new payroll deduction authorization and Plan enrollment
form with the Corporation or by following electronic or other procedures
prescribed by the Committee. A Participant may increase or decrease his or her
rate of payroll deductions only effective on an Entry Date by filing a new
payroll deduction authorization and Plan enrollment form or by following
electronic or other procedures prescribed by the Committee. If a Participant has
not followed such procedures to discontinue or change the rate of payroll
deductions, the rate of payroll deductions shall continue at the originally
elected rate throughout the Purchase Period and future Purchase Periods unless
the Committee determines to change the maximum permissible rate.

     If a Participant discontinues participation during a Purchase Period, his
or her accumulated payroll deductions will remain in the Plan for purchase of
shares as specified in Section 6 on the following Purchase Date, but the
Participant will not again participate until he or she re-enrolls in the Plan.
Alternatively, participants may request a cash distribution of monies
accumulated but not yet distributed by processing such request through their
Human Resource organization. The Committee may establish rules limiting the
frequency with which Participants may discontinue and resume payroll deductions
under the Plan and may impose a waiting period on Participants wishing to resume
payroll deductions following discontinuance. The Committee may also change the
rules regarding discontinuance of participation or changes in participation in
the Plan. In the event any Participant terminates employment with the
Corporation or any Subsidiary for any reason (including death) prior to the
expiration of a Purchase Period, the Participant's participation in the Plan
shall terminate and all amounts credited to the Participant's account shall be
paid to the Participant or the Participant's estate without interest (except
where required by local law). Whether a termination of employment has occurred
shall be determined by the Committee. The Committee may also establish rules
regarding when leaves of absence or change of employment status (e.g., from
full-time to part-time) will be considered to be a termination of employment,
and the Committee may establish termination of employment procedures for this
Plan which are independent of similar rules established under other benefit
plans of the Corporation and its Subsidiaries.

     In the event of a Participant's death, any accumulated payroll deductions
will be paid, without interest, to the estate or legal representative of the
Participant.

5.   OFFERING.

     5.1 The maximum number of shares of Common Stock which may be issued
pursuant to the Plan shall be 3,000,000 shares

     5.2 Each Purchase Period shall be determined by the Committee. Unless
otherwise determined by the Committee, the Plan will operate with successive
quarterly Purchase Periods commencing at the beginning of each calendar quarter.
The Committee shall have the power to change the duration of future Purchase
Periods, without shareholder approval, and without regard to the expectations of
any Participants.

     5.3 With respect to each Purchase Period, each eligible Employee who has
elected to participate as provided in Section 4.1 shall be granted an option to
purchase that number of shares of Common Stock which may be purchased with the
payroll deductions accumulated on behalf of such Employee (assuming payroll
deductions at a rate of 15% of base salary or such greater percentage of base
salary as determined by the Committee) during each Purchase Period at the
purchase price specified in Section 5.4 below, subject to the following
additional limitations:

     (a) The number of shares which may be purchased by any eligible Employee on
the first Purchase Date to occur in any calendar year may not exceed the number
of shares determined by dividing $25,000 by the Fair Market Value of a share of
Common Stock on the first day of the Purchase Period in which such Purchase Date
occurs.

     (b) The number of shares which may be purchased by an Eligible Employee on
any subsequent Purchase Date which occurs in the same calendar year (as referred
to in subsection (a) above) shall not exceed the number of shares determined by
performing the calculation below:

     Step One: The number of shares purchased by the Employee during any
          Purchase Period whose Purchase Date occurred in the same calendar year
          shall be multiplied by the Fair Market Value of a share of Common
          Stock on the first day of such previous Purchase Period in which such
          shares were purchased.

     Step Two: The amount determined in Step One shall be subtracted from
          $25,000.

     Step Three: The amount determined in Step Two shall be divided by the Fair
          Market Value of a share of Common Stock on the first day of the
          Purchase Period in which the subsequent Purchase Date (for which the
          maximum number of shares which may be purchased is being determined by
          this calculation) occurs. The quotient thus obtained shall be the
          maximum number of shares which may be purchased by any eligible
          Employee on such subsequent Purchase Date.

     5.4 The option price under each option shall be the lower of: (i) a
percentage (not less than eighty-five percent (85%)) established by the
Committee ("Designated Percentage") of the Fair Market Value of the Common Stock
on the Entry Date on which an option is granted, or (ii) the Designated
Percentage of the Fair Market Value on the Purchase Date on which the Common
Stock is purchased. The Committee may change the Designated Percentage with
respect to any future Purchase Period, but not below eighty-five percent (85%),
and the Committee may determine with respect to any prospective Purchase Period
that the option price shall be the Designated Percentage of the Fair Market
Value of the Common Stock on the Purchase Date.

     5.5 Notwithstanding any other provision of the Plan to the contrary, no
Employee participating in the section 423 Plan shall be granted an option to
purchase Common Stock under the Plan at a rate which exceeds $25,000 of the Fair
Market Value of such Common Stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding at any time.
The foregoing sentence shall be interpreted so as to comply with Code section
423(b)(8).

6.   PURCHASE OF STOCK.

     Upon the expiration of each Purchase Period, a Participant's option shall
be exercised automatically for the purchase of that number of full and
fractional shares of Common Stock which the accumulated payroll deductions
credited to the Participant's account at that time shall purchase at the
applicable price specified in Section 5.4.

7.   PAYMENT AND DELIVERY.

     Upon the exercise of an option on each Purchase Date, the Corporation shall
deliver to the Participant a record of the Common Stock purchased and the
balance of any amount of payroll deductions credited to the Participant's
account not used for the purchase, except as specified below. The Committee may
permit or require that shares be deposited directly with a broker designated by
the Committee (or a broker selected by the Committee) or to a designated agent
of the Company, and the Committee may utilize electronic or automated methods of
share transfer. The Committee may require that shares be retained with such
broker or agent for a designated period of time (and may restrict dispositions
during that period) and/or may establish other procedures to permit tracking of
disqualifying dispositions of such shares or to restrict transfer of such
shares. The Committee may require that shares purchased under the Plan shall
automatically participate in a dividend reinvestment plan or program maintained
by the Corporation. The Corporation shall retain the amount of payroll
deductions used to purchase Common Stock as full payment for the Common Stock
and the Common Stock shall then be fully paid and non- assessable. No
Participant shall have any voting, dividend, or other shareholder rights with
respect to shares subject to any option granted under the Plan until the shares
subject to the option have been purchased and delivered to the Participant as
provided in Section 7.

8.   RECAPITALIZATION.

     If after the grant of an option, but prior to the purchase of Common Stock
under the option, there is any increase or decrease in the number of outstanding
shares of Common Stock because of a stock split, stock dividend, combination or
recapitalization of shares subject to options, the number of shares to be
purchased pursuant to an option, the share limit of Section 5.3 and the maximum
number of shares specified in Section 5.1 shall be proportionately increased or
decreased, the terms relating to the purchase price with respect to the option
shall be appropriately adjusted by the Board, and the Board shall take any
further actions which, in the exercise of its discretion, may be necessary or
appropriate under the circumstances.

     The Board, if it so determines in the exercise of its sole discretion, also
may adjust the number of shares specified in Section 5.1, as well as the price
per share of Common Stock covered by each outstanding option and the maximum
number of shares subject to any individual option, in the event the Corporation
effects one or more reorganizations, recapitalizations, spin-offs, split-ups,
rights offerings or reductions of shares of its outstanding Common Stock.

     The Board's determinations under this Section 8 shall be conclusive and
binding on all parties.

9.   MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.

     In the event of the proposed liquidation or dissolution of the Corporation,
the Purchase Period will terminate immediately prior to the consummation of such
proposed transaction, unless otherwise provided by the Board in its sole
discretion, and all outstanding options shall automatically terminate and the
amounts of all payroll deductions will be refunded without interest to the
Participants.

     In the event of a proposed sale of all or substantially all of the assets
of the Corporation, or the merger or consolidation of the Corporation with or
into another corporation, then in the sole discretion of the Board, (1) each
option shall be assumed or an equivalent option shall be substituted by the
successor corporation or parent or subsidiary of such successor corporation, (2)
a date established by the Board on or before the date of consummation of such
merger, consolidation or sale shall be treated as an Exercise Date, and all
outstanding options shall be deemed exercisable on such date or (3) all
outstanding options shall terminate and the accumulated payroll deductions shall
be returned to the Participants, without interest.

10.  TRANSFERABILITY.

     Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and
void and without effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under the Plan, other
than as permitted by the Code, such act shall be treated as an election by the
Participant to discontinue participation in the Plan pursuant to Section 4.2.

11.  AMENDMENT OR TERMINATION OF THE PLAN.

     11.1 The Plan shall continue until, June 30, 2008 unless previously
terminated in accordance with Section 11.2.

     11.2 The Board may, in its sole discretion, insofar as permitted by law,
terminate or suspend the Plan, or revise or amend it in any respect whatsoever,
except that, without approval of the shareholders, no such revision or amendment
shall:

     (a) materially increase the number of shares subject to the Plan, other
than an adjustment under Section 8 of the Plan;

     (b) materially modify the requirements as to eligibility for participation
in the Plan, except as otherwise specified in this Plan;

     (c) materially increase the benefits accruing to Participants;

     (d) reduce the purchase price specified in Section 5.4, except as specified
in Section 8;

     (e) extend the term of the Plan beyond the date specified in Section 11.1;
or

     (f) amend this Section 11.2 to defeat its purpose.

12.  ADMINISTRATION.

     The Board shall appoint a Committee consisting of at least two members who
will serve for such period of time as the Board may specify and who may be
removed by the Board at any time. The Committee will have the authority and
responsibility for the day-to-day administration of the Plan, the authority and
responsibility specifically provided in this Plan and any additional duties,
responsibility and authority delegated to the Committee by the Board, which may
include any of the functions assigned to the Board in this Plan. The Committee
may delegate to one or more individuals the day-to-day administration of the
Plan. The Committee shall have full power and authority to promulgate any rules
and regulations which it deems necessary for the proper administration of the
Plan, to interpret the provisions and supervise the administration of the Plan,
to make factual determinations relevant to Plan entitlements, to adopt sub-plans
applicable to specified Subsidiaries or locations and to take all action in
connection with administration of the Plan as it deems necessary or advisable,
consistent with the delegation from the Board. Decisions of the Board and the
Committee shall be final and binding upon all participants. Any decision reduced
to writing and signed by a majority of the members of the Committee shall be
fully effective as if it had been made at a meeting of the Committee duly held.
The Corporation shall pay all expenses incurred in the administration of the
Plan. No Board or Committee member shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted
thereunder.

13.  COMMITTEE RULES FOR FOREIGN JURISDICTIONS.

     The Committee may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
Committee is specifically authorized to adopt rules and procedures regarding
handling of payroll deductions, payment of interest, conversion of local
currency, payroll tax, withholding procedures and handling of stock certificates
which vary with local requirements.

     The Committee may also adopt sub-plans applicable to particular
Subsidiaries or locations, which sub-plans may be designed to be outside the
scope of Code section 423. The rules of such sub-plans may take precedence over
other provisions of this Plan, with the exception of Section 5.1, but unless
otherwise superseded by the terms of such sub-plan, the provisions of this Plan
shall govern the operation of such sub- plan.

14.  SECURITIES LAWS REQUIREMENTS.

     The Corporation shall not be under any obligation to issue Common Stock
upon the exercise of any option unless and until the Corporation has determined
that: (i) it and the Participant have taken all actions required to register the
Common Stock under the Securities Act of 1933, or to perfect an exemption from
the registration requirements thereof; (ii) any applicable listing requirement
of any stock exchange on which the Common Stock is listed has been satisfied;
and (iii) all other applicable provisions of state, federal and applicable
foreign law have been satisfied.

15.  GOVERNMENTAL REGULATIONS.

     This Plan and the Corporation's obligation to sell and deliver shares of
its stock under the Plan shall be subject to the approval of any governmental
authority required in connection with the Plan or the authorization, issuance,
sale, or delivery of stock hereunder.

16.  NO ENLARGEMENT OF EMPLOYEE RIGHTS.

     Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Corporation or any Designated
Subsidiary or to interfere with the right of the Corporation or Designated
Subsidiary to discharge any Employee at any time.

17.  GOVERNING LAW.

     This Plan shall be governed by Pennsylvania law.

18.  EFFECTIVE DATE.

     This Plan shall be effective July 1, 1998, subject to approval of the
shareholders of the Corporation within 12 months of its adoption by the Board of
Directors.