EX-10.L
                         FIRST AMENDMENT
                             TO THE
                        AMP INCORPORATED
      DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


     Pursuant to an action taken by the Board of Directors of AMP Incorporated
on October 23, 1996, the AMP Incorporated Deferred Compensation Plan for
Non-Employee Directors is amended, effective as of October 23, 1996, by deleting
Subsection 8(b) thereof in its entirety and substituting the following in its
place:

     "b) For purposes of this Section, a change of control of the Corporation
     ("Change in 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 Exchange Act), directly or
            indirectly, of securities of the Corporation (not included 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 of Directors 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 of Directors 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 50% 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 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)  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."

                    *         *         *

          EXECUTED this 26th day of March, 1997.

                                 AMP Incorporated

Attest: /s/  D. F. Henschel      By:   /s/  J. E. Marley
       --------------------          -------------------------
                                 Title:    Chairman