EX-10.P

                       SECOND AMENDMENT
                            TO THE
                       AMP INCORPORATED
              SUPPLEMENTAL EXECUTIVE PENSION PLAN

     The AMP  Incorporated  Pension  Restoration  Plan, as originally  effective
January  1, 1997 and  thereafter  amended  on one  occasion,  is hereby  further
amended as set forth below.

     1. Effective for Retirement Dates after January 1, 1998, Section 3.5 of the
Plan is amended to provide as follows:

          3.5 Pensionable Earnings means an Employee's average earnings over the
          highest three annual earnings measurement periods,  where the earnings
          amount for a given annual  earnings  measurement  period is the sum of
          the base salary and annual cash bonus  amounts  paid or payable in the
          measurement  period  (without regard to whether a portion of such base
          salary or cash bonus  amounts are deferred  under the terms of the AMP
          Incorporated or Whitaker  Corporation  Deferred  Compensation  Plan or
          under any Company-sponsored  plan that complies with the provisions of
          Sections  401(k)  or  125 of  the  Code)  and  where  annual  earnings
          measurement  periods for Plan purposes shall be the twelve consecutive
          calendar months that end on a relevant  benefit  computation  date and
          the nine immediately-prior such twelve month periods.

     2.   Effective July 1, 1998, a new Section 14 is added to
the Plan to provide as follows:

                          SECTION 14
          VOLUNTARY EARLY RETIREMENT PROGRAM ("VERP")

          14.1 An Employee who both is age 55 and has at least ten (10) Years of
          Service as of  October 1, 1998 is  eligible  for the  enhanced  normal
          retirement  benefits  described in this  Section 14 provided  that the
          Employee makes an irrevocable  election during the period from July 1,
          1998 to August 15, 1998, to retire on or before  October 1, 1998,  and
          provided   further  that  the  Company,   in  its  sole  and  absolute
          discretion,  may  exercise  the right to require the Employee to defer
          his or her  retirement to a date beyond October 1, 1998 as a condition
          to receipt of such enhanced benefits.

          14.2 The final annual  accrued  benefit  under the Plan of an Employee
          eligible  for the VERP  benefits  will be  computed  as  described  in
          Section  6.1,  with the  exceptions  that the  Employee's  Pensionable
          Earnings for VERP  purposes will be the earnings  attributable  to the
          final annual  earnings  measurement  period  rather than an average of
          annual  earnings over the high three such periods.  The enhanced final
          annual accrued  benefit,  as thus  calculated,  will be payable to the
          Employee immediately upon retirement without application of the Plan's
          .5%  per  month  reduction  factor  ordinarily   applied  for  benefit
          commencements prior to age 60.

          14.3 An Employee who retires under the VERP will have  available as an
          additional form of payment a lump sum distribution of a portion of the
          value of the enhanced accrued  benefit,  with such portion computed as
          the difference  between the enhanced  accrued  benefit and the benefit
          otherwise  available to the Employee on the Retirement  Date under the
          normal provisions of the Plan.

          14.4 An  Employee  who  elects the VERP and whose  Retirement  Date is
          deferred by the Company beyond  October 1, 1998,  shall be entitled on
          the deferred  Retirement Date to have his or her final monthly accrued
          benefit   under  the  Plan   calculated   with   application   of  the
          above-described enhancements, shall have available the additional form
          of payment described above, and shall have as a minimum lump sum value
          of his or her entire  enhanced  monthly accrued benefit under the Plan
          the lump sum value that would have been  available to the Employee had
          he or she retired on October 1, 1998.


     3.  Effective  July 1, 1998,  Appendix A is hereby  amended to add  certain
individuals  as  eligible  Employees  for Plan  purposes.  As of such date,  the
Appendix A attached to this  Amendment  shall replace and become  Appendix A for
purposes of the Plan.

          Executed this 16th day of November, 1998.

                                AMP Incorporated

                                By:  /s/  R. Ripp
                                ----------------------------
                                Title:  Chairman & CEO
                                ---------------------------

                                And:  /s/  D. F. Henschel
                                ----------------------------
                                Title:  Corporate Secretary
                                ----------------------------


                                   APPENDIX A
                                   ----------

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

     Name              SSAN          Percentage    Eligibility Effective Date
     ----              ----          ----------    --------------------------

Hassan, Javad       ###-##-####          40%               4/22/97
Lemaitre, Philippe  ###-##-####          30%               4/22/97
Ripp, Rob ert       ###-##-####          30%               4/22/97
Goonrey, Charles    ###-##-####          31%               7/21/98
Urkiel, William     ###-##-####          30%              10/27/98