AMP INCORPORATED
              SUPPLEMENTAL  EXECUTIVE PENSION PLAN

                        (January 1, 1997)


                            SECTION 1
                          INTRODUCTION

          1.1. Intent of Plan

     The intention of the AMP Incorporated Supplemental Executive Pension Plan
(the "Plan") is to provide a supplemental pension benefit to designated Retirees
whose benefit under the AMP Incorporated Pension Plan and the Pension
Restoration Plan are not deemed sufficient by the Company's Board of Directors
because they joined the Company's employ in the middle of their career and they
will be unable to accrue a level of benefits that the Board deems sufficient
based on competitive data available to it.


                            SECTION 2
                         EFFECTIVE DATE

          2.1. The Plan is effective as of January 1, 1997.


                            SECTION 3
                           DEFINITIONS

          3.1. Administrator means that person responsible for the
administration of the Plan as set forth in Section 10 hereof.

          3.2. Code means the Internal Revenue Code of 1986, as amended.

          3.3. Company means AMP Incorporated and any subsidiary or affiliate
thereof  that has adopted this Plan.

          3.4. Employee means any person who is regularly employed by the
Company in an executive capacity and who the Company's Compensation and
Management Development Committee selects as being eligible for a benefit under
this Plan. Employees so eligible for a benefit shall be listed on Appendix A
from time to time. "Employee" also includes any such individual while on an
authorized leave of absence granted by the Company.

          3.5. Pensionable Earnings means an Employee's highest three
consecutive calendar years' average earnings, where the earnings amount for a
given calendar year is the sum of the Employee's annual earnings rate in effect
on the last day of that year and the annual cash bonus earned with respect to
that year under the Company's Management Incentive Plan (or its replacement
plan). For this purpose, only complete calendar years prior to the Retiree's
Retirement Date shall be taken into account and any deferrals of annual earnings
or bonus amounts under a plan maintained by the Company pursuant to Code Section
401(k) or 125 or under a non-qualified deferred compensation arrangement shall
be disregarded.

          3.6. Pension Plan means the AMP Incorporated Pension Plan.

          3.7. Pension Restoration Plan means the AMP Incorporated Pension
Restoration Plan.

          3.8. Retiree means any retired Employee listed on Appendix A, a joint
annuitant of such Retiree or a beneficiary of such Retiree who is entitled to
receive benefits under this Plan.

          3.9. Retirement Date means the date of actual retirement of a Retiree,
which may be his normal, early or postponed Retirement Date under the provisions
of the Pension Plan, and which is ordinarily the first day of the month next
following the Retiree's last day worked.

          3.10. Years of Service means the years or parts thereof of an
Employee's actual period of employment with the Company, as further defined and
limited in the Pension Plan, plus any additional credit granted to the Employee
for Plan purposes by written employment agreement.


                            SECTION 4
                          COSTS OF PLAN

          4.1. All costs of this Plan, including the administration thereof,
shall be born by the Company and no contributions to this Plan shall be required
from Employees.


                            SECTION 5
          ELIGIBILITY FOR AND COMMENCEMENT OF BENEFITS

          5.1. For periods of time after December 31, 1996, an Employee shall be
eligible for the benefits provided by this Plan only if the Employee is listed
on Appendix A hereto by name, and no benefit under the Plan shall accrue to an
Employee prior to the Employee's eligibility effective date specified in
Appendix A. Payment of the benefits provided by this Plan shall ordinarily
commence concurrently with the commencement of Pension Plan and Pension
Restoration Plan benefits on the Retiree's Retirement Date without the necessity
of filing an application under this Plan for such benefits; provided, however,
that in the event that commencement occurs prior to age 60, the benefits
provided by this Plan shall be reduced by .5% per month for each month that
commencement occurs prior to age 60, but there shall be no reduction for
benefits that commence on or after the Retiree attains age 60.

                            SECTION 6
                  AMOUNT AND PAYMENT OF BENEFIT

          6.1. Effective for Retirement Dates that occur after January 1, 1997,
a Retiree's annual accrued benefit under this Plan, payable as a single life
annuity, shall have a value on a pre-tax basis that is equal to the difference
between (A) and (B), where (A) is the percentage of the Employee's Pensionable
Earnings, but disregarding any reductions or restrictions on such earnings as a
result of a limitation imposed by the Code, specified by the Compensation and
Management Development Committee, and listed on Appendix A opposite the
Employee's name and (B) is the annual accrued benefit actually payable to the
Retiree under the Pension Plan and the Pension Restoration Plan as a single life
annuity. Plan benefits, although computed as an annual amount, shall be payable
in monthly installments.


                            SECTION 7
                         FORM OF BENEFIT

        7.1. If an Employee who becomes eligible to receive benefits under this
Plan has elected an optional form of benefit under the Pension Plan, any
benefits to be paid under this Plan will be paid in the same optional form as
the benefit paid by the Pension Plan and the Employee's designations as to joint
annuitant(s) and beneficiary(ies) made under the Pension Plan will apply under
this Plan, with the exception that the Retiree may elect payment of his Plan
benefit in a single lump sum distribution, provided such election is made at
least three months prior to, and in the calendar year prior to, the Retirement
Date. In converting the Plan benefit to an optional form, the same actuarial
equivalence factors in use under the Pension Plan shall be used. The mortality
and interest rate assumptions used to convert a Plan benefit into a single lump
sum amount shall be as reflected in Appendix B.


                            SECTION 8
                         DEATH BENEFITS

          8.1. Death Before Retirement

     A death or survivor benefit shall be payable under this Plan in the event
of death before retirement, provided that the Employee has completed at least
five Years of Service and a survivor benefit is payable under the provisions of
the Pension Plan. In such event, the amount of the annual benefit payable under
this Plan to the surviving spouse entitled to benefits under the Pension Plan
will be the difference between (A) and (B), where (A) is 50% of the percentage
of the Employee's Pensionable Earnings listed on Appendix A opposite the
Employee's name, and (B) is the survivor benefit actually payable under the
Pension Plan and the Pension Restoration Plan. All survivor benefits under this
Plan will cease or reduce at the same time and in the same manner as survivor
benefits are terminated or reduced under the provisions of the Pension Plan.

          8.2. Death After Retirement

     A death or survivor benefit shall be payable under this Plan in the event
of death after retirement only if the Retiree has elected and is receiving his
Plan benefit in the form of a joint and survivor annuity or certain and
continuous annuity and such form of payment, by its terms, calls for continuing
benefit payments after the Retiree's death.


                           SECTION 9
                   SEPARATION FROM EMPLOYMENT

          9.1. Upon an Employee's separation from Company employment prior to
being credited with five Years of Service with the Company, the Employee's
rights to any benefits under this Plan will cease. If the Employee has completed
at least five Years of Service with the Company at the time of separation from
employment, the Employee's rights will be as follows:

          Years of Service              Percentage Vested

          At least 5                         50%
          At least 6                         60%
          At least 7                         70%
          At least 8                         80%
          At least 9                         90%
          10 or more                        100%

         9.2. Notwithstanding the foregoing, all rights of an Employee to any
benefits under this Plan will cease upon separation from Company employment
prior to the Employee's Retirement Date; provided however, that, upon a Change
of Control of AMP Incorporated, all rights of all Employees who have accrued a
benefit under the Plan shall be fully vested.

          9.3. For the purposes of this Section 9, a "Change of Control" of AMP
Incorporated shall mean:

          (a) 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 AMP
     Incorporated ("AMP"), not including in the securities beneficially owned by
     such Person any securities acquired directly from AMP 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

          (b) 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 AMP) whose
     appointment or election by the Board or nomination for election by AMP'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

          (c) there is consummated a merger or consolidation of AMP with any
     other corporation or the issuance of voting securities of AMP in connection
     with a merger or consolidation of AMP (or any direct or indirect subsidiary
     of AMP) pursuant to applicable stock exchange requirements, other than (A)
     a merger or consolidation that would result in the voting securities of AMP
     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
     50% of the combined voting power of the voting securities of AMP, 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 AMP (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 AMP (not
     including in the securities beneficially owned by such Person any
     securities acquired directly from AMP or its affiliates)representing 30% or
     more of either the then outstanding shares of common stock of AMP or the
     combined voting power of AMP's then outstanding securities; or

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

          (e) 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)  AMP or any of its subsidiaries;

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


                           SECTION 10
                         ADMINISTRATION

          10.1.     Administrator

     The Administrator of the Pension Plan shall act as the Administrator of
this Plan.

          10.2.     Interpretation of Provisions

     The Administrator shall have the full and absolute discretionary power and
authority to administer the Plan, interpret the provision of the Plan, and
decide questions arising in its administration. The decisions and
interpretations of the Administrator shall be final and binding on the Company,
its Employees and all other persons.

          10.3.     Records of Administration

     The Administrator shall keep records reflecting the administration of this
Plan which shall be subject to audit by the Company.

          10.4.     Denial of Claim

     The Administrator shall, inter alia, provide adequate notice in writing to
any Employee or beneficiary whose claim for benefit under this Plan has been
denied, setting forth the specific reasons for such denial. The Employee or
beneficiary will be given an opportunity for a full and fair review by the
Administrator of the decision denying the claim. The Employee or beneficiary
shall be given 30 days from the date of the notice denying any such claim within
which to request such review.

          10.5.     Liability of the Administrator

     The Administrator shall not be liable for any action taken in good faith or
for the exercise of any power grant to the Administrator, except to the extent
that such liability is imposed by law as a result of a breach by the
Administrator of his fiduciary responsibilities.


                           SECTION 11
            FACILITY OF PAYMENT AND LAPSE OF BENEFITS

          11.1.     Provision for Incapacity

     If the Administrator deems any person entitled to receive any payment under
the provisions of this Plan incapable of receiving or disbursing the same by
reason of minority, illness or infirmity, mental incompetency, or incapacity of
any kind, the Administrator may, in his sole discretion, take any one or more of
the following actions: he may apply such payment directly for the health,
support and maintenance of such person; he may reimburse any person for any such
support theretofore supplied to the person entitled to receive any such payment;
or he may pay such payment to any other person selected by him to disburse such
payment for the health, support and maintenance of the person entitled thereto,
including, without limitation to any relative who has undertaken, wholly or
partially, the expense of such person's comfort, care and maintenance, or any
institution in whose care or custody the person entitled to the payment may be.
The Administrator may, in his sole discretion, deposit any payment due to a
minor to the minor's credit in any savings or commercial bank of the
Administrators choice.

          11.2.     Payments or Deposits

     Payments or deposits made pursuant to any provision of this Section shall
be a complete discharge, to the extent thereof, of all liability under the
provisions of this Plan, or otherwise, of the Administrator, the Company and
this Plan, and the receipt by the person or persons receiving any such payment
distribution or deposit shall be a complete acquittance therefore and there
shall be no liability to see to the application of any payments, distributions
or deposits so made.


                           SECTION 12
                       GENERAL PROVISIONS

          12.1.     Frequency and Duration of Payments

     Except in the case where an Employee has elected payment in the form of a
single lump sum distribution, all benefits under this Plan shall be paid in
monthly installments at the beginning of the month to which the payment applies
and shall cease with the month of the retired Employee's death unless continued
to a beneficiary or joint annuitant in accordance with other provisions of this
Plan.

          12.2.     Payments and Benefits Not Assignable

     Payments to and benefits under this Plan are not assignable or subject to
anticipation or alienation since they are primarily for the support and
maintenance of the Employees and their joint annuitants or beneficiaries.
Furthermore, such payments shall not be subject to attachment, seizure, or levy
by creditors or through legal process against the Company, the Administrator,
any trustee or other funding agent, or any Employee, Retiree, or survivor.

          12.3.     No Right of Employment

     The provisions of this Plan shall not give an Employee the right to be
retained in the service of the Company.


          12.4.     Adjustments

     At the request of the Company, the Administrator may, with respect to a
Retiree, adjust such Retiree's benefit under this Plan or make such other
adjustments with respect to such Retiree as are required to correct
administrative errors or provide benefits in a manner consistent with the intent
and purpose of this Plan.


                           SECTION 13
                  AMENDMENTS AND DISCONTINUANCE

          13.1.     Amendment of Plan

     This Plan may be amended by action of the Board of Directors of the
Company.

          13.2.     Termination

     The Company intends to continue this Plan indefinitely but reserves the
right to terminate it at any time by action of the Board of Directors of the
Company.

          13.3.     Effect of Amendment or Termination

     No amendment or termination of this Plan may adversely affect the benefit
payable to any Retiree receiving benefits under the Plan prior to the effective
date of the amendment or termination, or to any Employee who, as of such date,
was eligible to retire with an immediate allowance under the Pension Plan, or as
to any Employee who has prior to such amendment or termination accrued a vested
benefit payable hereunder.

          EXECUTED at Harrisburg, Pennsylvania this 9th day of June, 1997.


                                   AMP Incorporated


                                   By:   /s/   J. E. Marley
                                     Its:   Chairman of the Board


                                   And:   /s/   D. F. Henschel
                                     Its:   Corporate Secretary

                           APPENDIX A


The following are Employees for purposes of the Plan on and after the indicated
effective date:


                                                        Eligibility
    Name               SSAN          Percentage        Effective Date
    ----               ----          ----------        --------------
Hassan, Javad       ###-##-####         40%               04/22/97
Lemaitre, Philippe  ###-##-####         30%               04/22/97
Ripp, Robert        ###-##-####         30%               04/22/97


                           APPENDIX B
                               TO
                        AMP INCORPORATED
                    PENSION RESTORATION PLAN


Interest Rate:          the average for the 12-months preceding
                        the Retirement Date in question of the interest rate
                        payable on 30-year US Treasury bills of constant
                        maturity.

Mortality Table:        1983 Group Annuity Mortality table using
                         50-50 blended male/female life
                            expectancies at each age.