EX-10.Q

                        FIFTH AMENDMENT
                            TO THE
                       AMP INCORPORATED
                   PENSION RESTORATION PLAN

     The  AMP   Incorporated   Pension   Restoration   Plan   (January  1,  1995
Restatement), as heretofore amended on four occasions, is hereby further amended
as set forth below.

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

                          SECTION 14
              VOLUNTARY EARLY RETIREMENT PROGRAM

          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.  Notwithstanding  the generality
          of the foregoing,  the Employees serving in the capacities of Chairman
          of the Board of the Company and Chief Executive Officer of the Company
          were  specifically  excluded from eligibility to elect and participate
          in this Voluntary  Early  Retirement  Program  (hereinafter,  "VERP").
          Employees  with  status  "Retired  VERP" in  Appendix A made the above
          election and became eligible for the VERP benefits.

          14.2 The final monthly  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 (a) the  Employee's  actual
          credited  years of service  used in the  benefit  calculation  will be
          increased  by three (3) years and (b) the  Employee's  earnings in the
          Employee's  final annual earnings  measurement  period will be used in
          the benefit  calculation  rather  than a three year  average of annual
          earnings.   The  enhanced  final  monthly  accrued  benefit,  as  thus
          calculated,   will  be  payable  to  the  Employee   immediately  upon
          retirement  without  application of the .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.

          14.5 An Employee not otherwise  eligible to retire  immediately  under
          the terms of the VERP who terminates  his or her  employment  with the
          Company  during  the  period  from  October  1,  1998 to July 1,  1999
          pursuant  to an  individually  agreed  Separation  Agreement  with the
          Company  shall be eligible  upon  separation  from Company  service to
          receive  his or her  monthly  accrued  benefit,  as  modified  in such
          agreement,  either in the form of an immediately  commenced annuity or
          in a single lump sum distribution.

     2. Effective  January 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
                                ----------------------------