EX-10.D
                          EXECUTIVE SEVERANCE AGREEMENT
                                (the "Agreement")

                             dated October 22, 1997


     The Board of Directors ("Board") of AMP Incorporated, a Pennsylvania
corporation (the "Corporation"), and the Compensation and Management Development
Committee ("Committee") of the Board have determined that it is in the best
interests of the Corporation and its shareholders for the Corporation to agree,
as provided herein, to pay you, the undersigned, an executive of the
Corporation, termination compensation in the event you should leave the employ
of the Corporation under the circumstances described below.

     The Board and the Committee recognize that as is the case with many
publicly held corporations, the possibility of a change of control of the
Corporation exists and is unsettling to you and other executives of the
Corporation. Therefore, these arrangements are being made to help assure a
continuing dedication by you to your duties to the Corporation notwithstanding
the occurrence of such an event. In particular, the Board believes it important
that you be able to perform your duties under such circumstances without being
influenced by the uncertainties of your own situation, to assess and advise the
Board whether any proposed transaction that would constitute a change of control
would be in the best interests of the Corporation and its shareholders and to
take such other action as the Board might determine to be appropriate. The Board
also wishes to demonstrate to you and other executives of the Corporation that
the Corporation is concerned with the welfare of its executives and intends to
see that the executives are treated fairly.


1.

     (a)  Severance Payment upon Change of Control. In view of the foregoing and
          in further consideration of your continued employment with the
          Corporation, the Corporation will promptly pay you as termination
          compensation a lump sum amount, determined as provided below, in the
          event that any time within two years after a "Change of Control" (as
          defined below) of the Corporation your employment with the Corporation
          (i) is terminated by the Corporation for any reason, other than death,
          disability, or "Cause" (as defined below), or (ii) is terminated by
          you for "Good Reason" (also as defined below). For the purpose of this
          Section, any good faith determination of Good Reason made by you shall
          be conclusive.

          The termination compensation so payable in a lump sum amount (the
          "Severance Payment") shall be equal to (Year) times the sum of (1)
          your highest annual base salary rate in effect during the twelve
          months prior to your termination plus (2) the highest amount of annual
          cash incentive compensation earned by you in respect of the three
          years prior to your termination or the Change of Control, whichever is
          greater.

     (b)  Change of Control. For the purpose of this Agreement, a change of
          control of the Corporation ("Change of Control") shall be deemed to
          have occurred if the event set forth in any one 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, as amended (the "Exchange Act")), directly or indirectly,
               of securities of the Corporation (not including in the securities
               beneficially owned by such Person any securities acquired
               directly from the Corporation 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

          (ii) 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 the Corporation) whose
               appointment or election by the Board or nomination for election
               by the Corporation'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

          (iii)there is consummated a merger or consolidation of the
               Corporation with any other corporation or the issuance of voting
               securities of the Corporation in connection with a merger or
               consolidation of the Corporation (or any direct or indirect
               subsidiary of the Corporation) pursuant to applicable stock
               exchange requirements, other than (A) a merger or consolidation
               that would result in the voting securities of the Corporation
               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 Corporation, 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 Corporation (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 Corporation
               (not including in the securities beneficially owned by such
               Person any securities acquired directly from the Corporation 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

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

     (c)  Person. For the purpose of this Agreement, "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 Corporation or any of its subsidiaries;

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

     (d)  Good Reason. For the purpose of this Agreement, "Good Reason" shall
          mean the occurrence (without your written consent) after any Change of
          Control or during any Pending Change of Control (as defined below), as
          the case may be, of any one of the following acts by the Corporation,
          or failures by the Corporation to act, unless, in the case of any act
          or failure to act described in paragraph (i), (v), (vi) or (vii)
          below, such act or failure to act is corrected prior to the Date of
          Termination specified in the Notice of Termination given in respect
          thereof:

          (i)  the assignment to you of any duties inconsistent in any respect
               with your position (including status, offices, titles and
               reporting requirements), authority, duties or responsibilities
               immediately before the Change of Control or Pending Change of
               Control, as the case may be, or any other action by the
               Corporation that results in a diminution in such position,
               authority, duties or responsibilities, excluding for this purpose
               an isolated, insubstantial and inadvertent action not taken in
               bad faith and that is remedied by the Corporation promptly after
               receipt of notice thereof given by you;

          (ii) the Corporation requiring you to be based at any office or
               location that is more than 30 miles from your principal place of
               employment immediately before the Change of Control or Pending
               Change of Control, as the case may be, except for travel
               reasonably required in the performance of your responsibilities;

          (iii)any diminution in your rate of annual base salary or incentive
               compensation opportunity immediately before the Change of Control
               or Pending Change of Control, as the case may be;

          (iv) the failure by the Corporation, without your consent, to pay to
               you any portion of your current compensation, or to pay to you
               any portion of an installment of deferred compensation under any
               deferred compensation program of the Corporation, within 7 days
               of the date such compensation is due;

          (v)  the failure by the Corporation to continue in effect any
               compensation plan in which you participate immediately prior to
               the Change of Control or Pending Change of Control, as the case
               may be, which is material to your total compensation, including
               but not limited to the Corporation's Management Incentive Plan,
               1993 Long-Term Equity Incentive Plan, and Deferred Compensation
               Plan, or any substitute plans adopted prior to the Change of
               Control or Pending Change of Control, as applicable, unless an
               equitable arrangement (embodied in an ongoing substitute or
               alternative plan) has been made with respect to such plan, or the
               failure by the Corporation to continue your participation therein
               (or in such substitute or alternative plan) on a basis not
               materially less favorable, both in terms of the amount of
               benefits provided and the level of your participation relative to
               other participants, as existed at the time of the Change of
               Control or Pending Change of Control, as applicable;

          (vi) the failure by the Corporation to continue to provide you with
               benefits substantially similar to those enjoyed by you under any
               of the Corporation's pension, life insurance, medical, health and
               accident, or disability plans in which you were participating at
               the time of the Change of Control or Pending Change of Control,
               as the case may be, the taking of any action by the Corporation
               that would directly or indirectly materially reduce any of such
               benefits or deprive you of any material fringe benefit enjoyed by
               you at the time of the Change of Control or Pending Change of
               Control, as applicable, or the failure by the Corporation to
               provide you with the number of paid vacation days to which you
               are entitled on the basis of years of service with the
               Corporation in accordance with the Corporation's normal vacation
               policy in effect at the time of the Change of Control or Pending
               Change of Control, as applicable; or

          (vii)any purported termination of your employment that is not
               effected pursuant to a Notice of Termination satisfying the
               requirements of Section 5 hereof; for purpose of this Agreement,
               no such purported termination shall be effective.

2.   Compensation Other Than Severance Payment - Payable upon Change of Control.
     In addition to the Severance Payment, in the event of a Change of Control:

     (a)  All outstanding Stock Bonus Units awarded to you under the Bonus Plan
          (Stock plus Cash) ("Bonus Plan"), the 1993 Long-Term Equity Incentive
          Plan ("1993 Plan") or any successor plan thereto with respect to which
          a Stock and Supplemental Cash Bonus has not been previously computed
          and distributed to you, including any 1993 Plan awards granted to you
          subsequent to the date of any Change of Control but prior to your
          termination, shall fully and irrevocably vest and shall be computed
          and distributed to you in cash as if the date of the Change of Control
          were a Bonus Computation Date with respect to all of such outstanding
          Stock Bonus Units; and the Fair Market Value applicable to such
          computation shall be either (i) the highest price paid for a share of
          the common stock of the Corporation in a transaction constituting a
          Change of Control, if applicable, or (ii) the highest trading price
          for a share of common stock of the Corporation during the 30-day
          period immediately preceding a Change of Control.

     (b)  All unvested and unexpired Stock Options awarded to you under the 1993
          Plan or any successor plan thereto will automatically become
          immediately vested and exercisable for the period of their remaining
          terms.

     (c)  All unvested Performance Restricted Shares awarded to you under the
          1993 Plan or any successor plan thereto will automatically become
          immediately vested, the designated minimum average annual ROE target
          for such Performance Restricted Shares shall be deemed to have been
          attained, and the actual average annualized earnings growth rate over
          the Performance Vesting Period applicable to each award comprising
          such Performance Restricted Shares shall be deemed to be the
          respective super- target level, with 200% of each such award
          immediately vesting and being paid to you by either the issuance of
          the appropriate number of shares of the common stock of the
          Corporation or an amount in cash equal to the Fair Market Value of
          such shares, calculated as set forth in Section 2(a) above.

     (d)  All unvested restricted shares, if any, granted to you pursuant to the
          terms of a Restricted Stock Agreement with the Corporation shall be
          paid in cash in equal installments on the date designated in such
          Agreement for the vesting of restricted shares granted thereunder. The
          price used to determine the amount of such cash payments for the
          unvested restricted shares shall be closing price of the Corporation's
          common stock on a nationally-recognized securities exchange on the day
          prior to a Change of Control.

     (e)  Your interest in Matching Amounts, together with the amount of
          investment return credited thereto, paid by the Corporation under its
          Deferred Compensation Plan or any successor plan thereto immediately
          shall be 100% vested.

     (f)  If you are, immediately prior to a Pending Change of Control, a
          participant in the Corporation's Split Dollar Life Insurance Program,
          the Corporation shall, upon a Pending Change of Control, create an
          irrevocable grantor trust holding an amount of assets sufficient to
          pay scheduled annual premiums owed by the Corporation (which trust
          will be required to pay such premiums, whether or not employment with
          the Corporation is terminated in the interim) for the period extending
          until either the policy anniversary date following your 65th birthday
          or the 15th anniversary of the policy, whichever occurs last;
          provided, however, that if a Pending Change of Control shall occur
          prior to a Change of Control and the Corporation has contributed the
          required amount pursuant to the foregoing provisions and if a Change
          of Control does not occur within the twelve-month period following the
          most recent Pending Change of Control, the trustee of such grantor
          trust shall, upon receipt of a written request by the Corporation,
          return to the Corporation the assets contributed on account of such
          Pending Change of Control. The Corporation further agrees to assign
          its interest in such policy or policies to said grantor trust.

     (g)  You shall retain in confidence any confidential information known to
          you concerning the Corporation and its business so long as such
          information is not publicly disclosed.

3.   Compensation Other Than Severance Payment - Payable upon Change of Control
     and Termination of Employment. In addition to the Severance Payment and the
     additional compensation provided for in Section 2 above in the event of a
     Change of Control, in the event of the termination of your employment at
     any time within two years after a Change of Control in accordance with
     Section 1(a) above:

     (a)  All pension benefits credited to you under the provisions of the
          Corporation's tax-qualified Pension Plan and Pension Restoration Plan
          in effect immediately prior to the Change of Control shall thereupon
          fully vest, together with the additional pension benefit that results
          under the provisions of each such plan in which you are a participant
          using (as applicable) your highest annual base salary rate in effect
          during the twelve months prior to termination as your high consecutive
          three year compensation amount under the Pension Plan formula and the
          sum of (1) your highest annual base salary rate in effect during the
          twelve months prior to your termination plus (2) the highest amount of
          annual cash incentive compensation earned by you in respect of the
          three years prior to either your termination or the Change of Control,
          whichever is greater, as your high consecutive three year average
          compensation amount under the Pension Restoration Plan, and using a
          years of service multiplier under the plans' formulas equal to your
          actual years of credited pension service at termination plus (Year).
          Such pension shall be payable to you in accordance with the provisions
          of the plans, including the election, at the time of your retirement
          date, of a joint annuity option; provided that the additional amounts
          provided for under this Section 2(f) (including vesting of accrued
          benefits under the Pension Plan) shall be provided on an unfunded
          basis, are not intended to meet the qualification requirements of
          Section 401 of the Internal Revenue Code of 1986, as amended ("Code"),
          and shall be payable solely from the general assets of the
          Corporation.

     (b)  The principal amount of your group term life insurance, if any, under
          the provisions of the Corporation's group contract for such insurance
          in effect immediately prior to the Change of Control, will be
          immediately converted in a like principal amount to a fully paid-up
          permanent life insurance policy incorporating your designation of
          owner and beneficiary and remaining in effect for a period of (Months)
          months at the sole cost of the Corporation.

     (c)  You shall be entitled to a continuation of all hospital, major
          medical, medical, dental and other insurance or benefits not otherwise
          addressed in this Agreement in substantially the same manner and
          amount to which you were entitled at the time of your employment with
          the Corporation, at the sole cost of the Corporation, until the later
          of (i) a period of (Months) months after termination or (ii) your
          reaching the age or other circumstances under which such insurance or
          benefits, to the extent they are normal post-termination insurance or
          benefits afforded by the Corporation, would have been discontinued in
          accordance with the terms of the related plan, program or arrangement
          as in effect immediately prior to the Change of Control; provided,
          that benefits payable under this Section 3(c) shall be reduced to the
          extent comparable benefits are actually received by you from a new
          employer without cost (and you shall report to the Corporation any
          such benefits actually received).

4.   Severance Payment Upon Pending Change of Control.

     (a)  The Corporation will promptly pay you as termination compensation the
          Severance Payment in the event that any time during a "Pending Change
          of Control" (as defined below) of the Corporation your employment with
          the Corporation (i) is terminated by the Corporation for any reason,
          other than death, disability, or Cause, or (ii) is terminated by you
          for Good Reason; provided, however, that said termination compensation
          shall only be paid to you by the Corporation if either (1) a Change of
          Control occurs within one year of the last event constituting a
          Pending Change of Control, or (2) you reasonably demonstrate that your
          termination of employment either occurred at the request of a third
          party whose actions gave rise to the Pending Change of Control or
          otherwise occurred in connection with or in anticipation of a Change
          of Control.

     (b)  Pending Change of Control. For the purpose of this Agreement, a
          "Pending Change of Control" shall be deemed to have occurred if the
          event set forth in any one of the following paragraphs shall have
          occurred:

          (i)  the Corporation enters into an agreement, the consummation of
               which would result in the occurrence of a Change of Control;

          (ii) the Corporation or any Person publicly announces an intention to
               take or to consider actions, including but not limited to proxy
               contests or consent solicitations, which, if consummated, would
               constitute a Change of Control;

          (iii)any Person becomes the beneficial owner (as defined in Rule
               13d-3 under the Exchange Act), directly or indirectly, of
               securities of the Corporation representing 15% 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 (not including in the securities beneficially owned by
               such Person any securities acquired directly from the Corporation
               or its affiliates); or

          (iv) the Board adopts a resolution to the effect that, for purposes of
               this Agreement, a Pending Change of Control has occurred.

     (c)  Compensation Other Than Severance Payment. In addition to the lump sum
          payment provided in Section 4(a) above, in the event your employment
          with the Corporation terminates in accordance with Section 4(a), you
          shall receive the additional compensation and benefits described in
          Sections 2 and 3 above; provided, however, that with respect to
          Section 3, the compensation and benefits provided in that Section
          shall not be further conditioned on a termination of your employment
          in accordance with Section 1(a) above; and further provided, however,
          that all references to "Change of Control" appearing in Sections 2 and
          3 shall, for purposes of this Section 4(c), be deemed to mean Pending
          Change of Control as defined herein.

5.   Excise Tax Gross-Up Payment.

     (a)  Anything in this Agreement to the contrary notwithstanding, in the
          event it shall be determined that any payments or benefits from the
          Corporation to you or for your benefit in connection with a Change of
          Control or your termination of employment, whether paid or payable or
          distributed or distributable pursuant to the terms of this Agreement
          or otherwise (such payments or benefits, excluding the Gross-up
          Payment (as defined below), being hereinafter referred to as the
          "Total Payments"), would be subject to the excise tax imposed by
          Section 4999 of the Code or any interest or penalties with respect to
          such excise tax (such excise tax, together with any such interest and
          penalties, are hereinafter collectively referred to as the "Excise
          Tax"), then you shall be entitled to receive an additional payment (a
          "Gross- up Payment") in an amount such that the net amount retained by
          you, after deduction of any Excise Tax on the Total Payments and any
          Federal, state and local income and employment taxes and Excise Tax
          upon the Gross-up Payment, shall be equal to the Total Payments.

     (b)  Subject to the Provisions of Section 5(c), all determinations required
          to be made under this Section 5, including whether a Gross-up Payment
          is required and the amount of such Gross-up Payment, shall be made by
          Arthur Andersen LLP (the "Accounting Firm"), which shall provide
          detailed supporting calculations both to the Corporation and you
          within 15 business days after a Change of Control or your Date of
          Termination, if applicable, or such earlier time as is requested by
          the Corporation. The initial Gross-up Payment, if any, as determined
          pursuant to this Section 5(b), shall be paid to you within 5 days of
          the receipt of the Accounting Firm's determination. If the Accounting
          Firm determines that no Excise Tax is payable by you, it shall furnish
          you with an opinion that you have substantial authority not to report
          any excise tax on your Federal income tax return. Any determination by
          the Accounting Firm shall be binding upon the Corporation and you. As
          a result of the uncertainty in the application of Section 4999 of the
          Code at the time of the initial determination by the Accounting Firm
          hereunder, it is possible that Gross-up Payments that will not have
          been made by the Corporation should have been made ("Underpayment"),
          consistent with the calculations required to be made hereunder. In the
          event that the Corporation exhausts its remedies pursuant to Section
          5(c) and you thereafter are required to make a payment of any excise
          tax, the Accounting Firm shall determine the amount of the
          Underpayment that has occurred and any such Underpayment shall be
          promptly paid by the Corporation to you or for your benefit.

     (c)  You shall notify the Corporation in writing of any claim by the
          Internal Revenue Service that, if successful, would require the
          payment by the Corporation of the Gross-up Payment. Such notification
          shall be given as soon as practicable but no later than 10 business
          days after you know of such claim and shall apprise the Corporation of
          the nature of such claim and the date on which such claim is requested
          to be paid. You shall not pay such claim prior to the expiration of
          the 30-day period following the date on which you give such notice to
          the Corporation (or such shorter period ending on the date that any
          payment of taxes with respect to such claim is due). If the
          Corporation notifies you in writing prior to the expiration of such
          period that it desires to contest such claim, you shall:

          (i)  give the Corporation any information reasonably requested by the
               Corporation relating to such claim,

          (ii) take such action in connection with contesting such claim as the
               Corporation shall reasonably request in writing from time to
               time, including, without limitation, accepting legal
               representation with respect to such claim by an attorney
               reasonably selected by the Corporation,

          (iii) cooperate with the Corporation in good faith in order
               effectively to contest such claim, and

          (iv) permit the Corporation to participate in any proceedings relating
               to such claim;

               provided, however, that the Corporation shall bear and pay
               directly all costs and expenses (including additional interest
               and penalties) incurred in connection with such contest and shall
               indemnify and hold you harmless, on an after-tax basis, for any
               Excise Tax or income tax, including interest and penalties with
               respect thereto, imposed as a result of such representation and
               payment of costs and expenses. Without limitation on the
               foregoing provisions of this Section 5(c), the Corporation shall
               control all proceedings taken in connection with such contest
               and, at its sole option, may pursue or forego any and all
               administrative appeals, proceedings, hearings and conferences
               with the taxing authority in respect of such claim and may, at
               its sole option, either direct you to pay the tax claimed and sue
               for a refund or contest the claim in any permissible manner, and
               you agree to prosecute such contest to a determination before any
               administrative tribunal, in a court of initial jurisdiction and
               in one or more appellate courts, as the Corporation shall
               determine; provided further, however, that if the Corporation
               directs you to pay such claim and sue for a refund, the
               Corporation shall advance the amount of such payment to you, on
               an interest-free basis, and shall indemnify and hold you
               harmless, on an after-tax basis, from any Excise Tax or income
               tax, including interest or penalties with respect thereto,
               imposed with respect to such advance or with respect to any
               imputed income with respect to such advance; and provided
               further, that any extension of the statute of limitations
               relating to payment of taxes for your taxable year with respect
               to which such contested amount is claimed to be due is limited
               solely to such contested amount. Furthermore, the Corporation's
               control of the contest shall be limited to issues with respect to
               which a Gross-up Payment would be payable hereunder and you shall
               be entitled to settle or contest, as the case may be, any other
               issue raised by the Internal Revenue Service or any other taxing
               authority.

     (d)  If, after the receipt by you of an amount advanced by the Corporation
          pursuant to Section 5(c), you become entitled to receive any refund
          with respect to such claim, you shall (subject to the Corporation's
          complying with the requirements of Section 5(c)) promptly pay to the
          Corporation the amount of such refund (together with any interest paid
          or credited thereon after taxes applicable thereto). If, after the
          receipt by you of an amount advanced by the Corporation pursuant to
          Section 5(c), a determination is made that you are not entitled to any
          refund with respect to such claim and the Corporation does not notify
          you in writing of its intent to contest such denial or refund prior to
          the expiration of 30 days after such determination, then such advance
          shall be forgiven and shall not be required to be repaid and the
          amount of such advance shall offset, to the extent thereof, the amount
          of Gross-up Payment required to be paid.


6.

     (a)  Notice of Termination. Any purported termination of your employment
          (other than by reason of death) shall be communicated by written
          Notice of Termination from one party hereto to the other party hereto.
          For the purpose of this Agreement, a "Notice of Termination" shall
          mean a notice that shall indicate the specific termination provision
          in this Agreement relied upon and shall set forth in reasonable detail
          the facts and circumstances claimed to provide a basis for termination
          of your employment under the provision so indicated.

     (b)  Cause. "Cause" for termination by the Corporation of your employment
          shall mean (i) your willful and continued failure to substantially
          perform your duties with the Corporation (other than any such failure
          resulting from your incapacity due to physical or mental illness or
          any such actual or anticipated failure after your issuance of a Notice
          of Termination for Good Reason pursuant to Section 6(a) hereof) after
          a written demand for substantial performance is delivered to you by
          the Board, which demand specifically identifies the manner in which
          the Board believes that you have not substantially performed your
          duties, or (ii) your willful engaging in conduct that is demonstrably
          and materially injurious to the Corporation or its subsidiaries,
          monetarily or otherwise. For purposes of clauses (i) and (ii) of this
          definition, no act, or failure to act, on your part shall be deemed
          "willful" unless done, or omitted to be done, by you not in good faith
          and without reasonable belief that your act, or failure to act, was in
          the best interest of the Corporation. Your employment will not be
          deemed to be terminated for Cause under this Section 6 unless there
          has been duly adopted by the affirmative vote of not less than
          three-quarters (3/4) of the entire membership of the Board at a
          meeting of the Board that was called and held for the purpose of
          considering such termination (after reasonable notice to you and an
          opportunity for you, together with your counsel, to be heard before
          the Board) a resolution that finds that you were guilty of conduct
          constituting Cause, and specifying the particulars thereof in detail,
          a copy of which resolution shall be delivered to you. Notwithstanding
          the foregoing, in the event of a dispute concerning the application of
          this provision, no claim by the Corporation that Cause exists shall be
          given effect unless the Corporation establishes by clear and
          convincing evidence that Cause exists.

     (c)  Date of Termination. "Date of Termination" shall mean (i) if your
          employment is terminated for disability, 30 days after Notice of
          Termination is given (provided that you shall not have returned to the
          full-time performance of your duties during such 30 day period), and
          (ii) if your employment is terminated for any other reason, the date
          specified in the Notice of Termination (which, in the case of a
          termination by the Corporation, shall not be less than 30 days (except
          in the case of a termination for Cause) and, in the case of a
          termination by you, shall not be less than 15 days nor more than 60
          days, respectively, from the date such Notice of Termination is
          given).

     (d)  Extension For Disputes. If within fifteen (15) days after any Notice
          of Termination is given, or, if later, prior to the Date of
          Termination (as determined without regard to this Section 6(d)), the
          party receiving such Notice of Termination notifies the other party
          that a dispute exists concerning the termination, the Date of
          Termination shall be extended until the date on which the dispute is
          finally resolved, either by mutual written agreement of the parties or
          by a final judgment, order or decree of a court of competent
          jurisdiction (which is not appealable or with respect to which the
          time for appeal therefrom has expired and no appeal has been
          perfected); provided, however, that the Date of Termination shall be
          extended by a notice of dispute given by you only if such notice is
          given in good faith and you pursue the resolution of such dispute with
          reasonable diligence.

     (e)  Compensation During Extension. If a purported termination occurs and
          the Date of Termination is extended in accordance with Section 6(d)
          hereof, the Corporation shall continue to pay you the full
          compensation in effect when the notice giving rise to the dispute was
          given (including, but not limited to, salary) and continue you as a
          participant in all compensation, benefit and insurance plans in which
          you were participating when the notice giving rise to the dispute was
          given, until the Date of Termination, as determined in accordance with
          Section 6(d) hereof. Amounts paid under this Section 6(e) are in
          addition to all other amounts due under this Agreement and shall not
          be offset against or reduce any other amounts due under this
          Agreement.

7.   Term of Agreement. This Agreement shall commence on the date hereof and
     shall continue in effect through December 31, 1997; provided, however, that
     commencing January 1, 1998 and each January 1 thereafter, the term of this
     Agreement shall automatically be extended for one additional year unless,
     not later than October 31 of the preceding year, the Corporation or you
     shall have given notice not to extend this Agreement or a Change of Control
     shall have occurred prior to such January 1; and further provided, however,
     that if a Pending Change of Control or a Change of Control shall have
     occurred during the term of this Agreement, this Agreement shall continue
     in effect for a period of not less than one year beyond the month in which
     such Pending Change of Control occurred and for a period of not less than
     two years beyond the month in which such Change of Control occurred.

8.   Reimbursement of Legal Fees to Enforce Agreement. The Corporation shall
     indemnify and hold you harmless against any loss or damage, and shall
     reimburse you for all legal fees and expenses, incurred by you in disputing
     in good faith any issue hereunder relating to the termination of your
     employment or in seeking in good faith to enforce any provision of this
     Agreement or to receive any benefit or distribution or right under this
     Agreement (including in connection with the application of the provisions
     of Section 5 hereof) or any other Agreement or arrangement contemplated by
     this Agreement. The Corporation further agrees to pay interest on any
     amounts unpaid to you from 7 days after the date of your demand for
     payment, calculated at the prime rate of The Chase Manhattan Bank N.A. for
     its most credit-worthy customers in effect from time to time.

9.   Absolute Right; No Mitigation. The Corporation agrees that, if your
     employment with the Corporation terminates pursuant to the terms of this
     Agreement, you are not required to seek other employment or to attempt in
     any way to reduce any amounts payable to you by the Corporation pursuant to
     Section 1(a), 2 or 3 hereof or Section 6(e) hereof. Further, except as set
     forth herein, the amount of any payment or benefit provided for in this
     Agreement shall not be reduced by any compensation earned by you as the
     result of employment by another employer, by retirement benefits, by offset
     against any amount claimed to be owed by you to the Corporation, or
     otherwise. The Corporation's obligation to pay you under this Agreement
     shall be absolute and unconditional and shall not be affected by any
     circumstances, including without limitation any set-off, counterclaim,
     defense or other rights the Corporation may have against you or anyone
     else.

10.  Funding of Obligations. The Severance Payment and other compensation
     payable to you pursuant to the terms of this Agreement shall be payable to
     you from the general assets of the Corporation or, to the extent not so
     paid, from the assets of an irrevocable grantor trust (or comparable asset
     repository) established by the Corporation for the purpose of securing
     payment of such liabilities. The Corporation shall, as soon as practicable
     but in no event later than 30 days after the occurrence of a Change of
     Control or Pending Change of Control giving rise to your entitlement to the
     Severance Payment or other compensation hereunder, transfer sufficient
     assets to such grantor trust (or comparable repository) to provide for
     payment to you in full of all unpaid amounts due hereunder.

11.  Entire Obligation. In the event of termination of employment under the
     circumstances described above, the arrangements provided for by this
     Agreement, or any other agreement between the Corporation and you in effect
     at the time, and by any other applicable plan of the Corporation shall
     constitute the entire obligation of the Corporation to you and performance
     thereof shall constitute full settlement of any claim that you might
     otherwise assert against the Corporation on account of such termination.

12.  Successors; No Assignment. This Agreement shall be binding upon and inure
     to the benefit of you and your estate, and the Corporation and any
     successor of the Corporation, but neither this Agreement nor any rights
     arising hereunder may be assigned or pledged by you.

13.  Mandatory Assumption by Successor. In addition to any obligations imposed
     by law upon any successor to the Corporation, the Corporation will require
     any successor (whether direct or indirect, by purchase, merger,
     consolidation or otherwise) to all or substantially all of the business
     and/or assets of the Corporation to expressly assume and agree to perform
     this Agreement in the same manner and to the same extent that the
     Corporation would be required to perform it if no such succession had taken
     place. Failure of the Corporation to obtain such assumption and agreement
     prior to the effectiveness of any such succession shall be a breach of this
     Agreement and shall entitle you to compensation from the Corporation in the
     same amount and on the same terms as you would be entitled to hereunder if
     you were to terminate your employment for Good Reason after a Change of
     Control, except that, for purposes of implementing the foregoing, the date
     on which any such succession becomes effective shall be deemed the Date of
     Termination.

14.  Continuance of Employment. This Agreement shall not be construed as
     creating an express or implied contract of employment or continued
     employment in any position or at any compensation and, except as otherwise
     agreed in writing between you and the Corporation, nothing herein contained
     shall in any way restrict the right of the Corporation or any subsidiary
     thereof to terminate your employment at any time.

15.  Waiver. The failure of either party to enforce the provisions hereof or to
     exercise the rights granted hereunder, or the agreement of the parties to
     waive enforcement thereof, at any time or for any period of time shall not
     constitute or be construed to be a waiver of any other failure or breach of
     such provisions or rights, or any other provision of this Agreement, or of
     the right of such party thereafter to enforce each and every such provision
     or right, nor shall such failure or agreement be deemed to be an amendment
     to this Agreement. Each waiver under this Agreement must be in writing and
     signed by the party against whom enforcement is sought.

16.  Entire Agreement. This Agreement represents the entire understanding and
     agreement between the parties hereto with respect to the subject matter
     hereof and supersedes all prior agreements and understandings either
     written or oral. This Agreement may be modified or amended only by an
     instrument in writing duly executed by you and an authorized representative
     of the Corporation.

17.  Severability. Any provision in this Agreement that is prohibited or
     unenforceable in any jurisdiction where it is sought to be enforced, shall
     be ineffective only to the extent of such prohibition or unenforceability,
     without invalidating or affecting the remaining provisions of this
     Agreement or invalidating or rendering unenforceable such provision in any
     other jurisdiction. 18. Governing Law. This Agreement shall be governed and
     construed in accordance with the laws of Pennsylvania.

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed as of the date first
above written.

                                            AMP Incorporated

                              By:______________________________________
                                             Signature

                              Name:____________________________________


                              Title:___________________________________


                                    APPENDIX
                                    --------
<TABLE>
<CAPTION>

     Name            Year     Months         Signature                   Title
<S>                  <C>    <C>          <C>                 <C>
Herbert M. Cole      two    twenty-four  William J. Hudson   Chief Executive Officer and President
David C. Cornelius   one    twelve       William J. Hudson   Chief Executive Officer and President
Thomas J. DiClemente two    twenty-four  William J. Hudson   Chief Executive Officer and President
Rudolf Gassner       two    twenty-four  William J. Hudson   Chief Executive Officer and President
Charles W. Goonrey   one    twelve       James E. Marley     Chairman
Juergen W. Gromer    two    twenty-four  William J. Hudson   Chief Executive Officer and President
John E. Gurski       two    twenty-four  William J. Hudson   Chief Executive Officer and President
Javad K. Hassan      two    twenty-four  William J. Hudson   Chief Executive Officer and President
David F. Henschel    one    twelve       James E. Marley     Chairman
William J. Hudson    three  thirty-six   James E. Marley     Chairman
Philippe Lemaitre    two    twenty-four  William J. Hudson   Chief Executive Officer and President
James E. Marley      three  thirty-six   William J. Hudson   Chief Executive Officer and President
Joseph C. Overbaugh  one    twelve       William J. Hudson   Chief Executive Officer and President
Nazario Proietto     two    twenty-four  William J. Hudson   Chief Executive Officer and President
Robert Ripp          two    twenty-four  William J. Hudson   Chief Executive Officer and President
William S. Urkiel    two    twenty-four  William J. Hudson   Chief Executive Officer and President
Merrill A. Yohe      one    twelve       William J. Hudson   Chief Executive Officer and President
</TABLE>