AMP Incorporated
                               (the "Corporation")

                          Bonus Plan (Stock plus Cash)
                                  (the "Plan")

     For the purpose (a) of providing added incentive to key employees to exert
their best efforts, (b) of retaining key employees and (c) of furthering the
identity of interest of such employees with the interest of shareholders, the
Corporation will transfer to Participants Endorsed Shares or the cash equivalent
thereof, and the Corporation will also pay to such Participant a Cash Bonus
intended to enable Participant to retain Endorsed Shares distributed to
Participant as a result of the Stock Bonus, but only pursuant to the terms and
conditions of the Plan.

     This certificate evidences that the Board of Directors has designated
________________ as a Participant under the Plan and that it has credited
________ Bonus Units to him and that it has designated ___________________ as
the Designation Date for such Bonus Units, the sum of $_________ as the
Designated Value applicable to such Bonus Units, and the percentage to be
employed in computing the Cash Bonus to be paid in connection with any Stock
Bonus pursuant to Section 1.7 "Cash Bonus".

     Distributions of the Stock Bonus and Cash Bonus shall be made as follows:

                             Article I. Definitions.

     1.1. "Participant" means an officer or other employee of the Corporation or
any of its subsidiaries, including an officer or employee who is also director
of the Corporation or any such subsidiary, designated by the Board of Directors
of the Corporation to participate in the Plan.

     1.2. "Endorsed Shares" means shares of common stock of the Corporation,
which have been or may hereafter be acquired by the Corporation, represented by
certificates bearing endorsement reflecting the beneficial interest in shares of
common stock of Pamcor, Inc., held in trust by Bankers Trust Company, Trustee
under Agreement among the Corporation, Bankers Trust Company and Pamcor, Inc.,
made as of November 1, 1956 as amended.

     1.3. "Bonus Units" means units hereunder credited to a Participant for
determining Stock Bonus and Cash Bonus.

     1.4. "Designation Date" means the date designated by the Board of Directors
as of which Bonus Units are credited to a Participant for purposes of
computations under the Plan.

     1.5. "Bonus Computation Dates" means the fourth, fifth and sixth
anniversaries of the Participant's Designation Date as set forth in the Bonus
Certificate issued to Participant and the dates determined pursuant to Section
3.1 and 4.1 herein as Bonus Computation Dates.

     1.6. "Stock Bonus" means a bonus of the number of Endorsed Shares, if any
(including the cash equivalent of a fractional share), which can be purchased on
each Bonus Computation Date at the then Market Value if there is applied to such
purchase an amount equal to 1/3 of the Bonus Units credited to Participant as
set forth in the Bonus Certificate issued to Participant as to which the
computation is being made, multiplied by the greater of:

     (a)  the increase in the Market Value as of the Bonus Computation Date over
          the Designated Value, or

     (b)  the increase in the Market Value of the Bonus Computation Date over
          the Designated Value adjusted in the manner as set forth below:

          (i)  the adjusted Designated Value will be 95% of an amount which,
               when increased over the period between the Designation Date and
               the Bonus Computation Date by compounding such amount at a
               percentage which is one-half of the Growth Rate (as defined
               below), will equal the Market Value on the Bonus Computation
               Date. Such percentage shall not exceed 7.5% per year.

          (ii) the Growth Rate will be the compounded average annual growth rate
               in earnings per share calculated over the period between the
               Designation Date and the Bonus Computation Date as measured by
               the results of the four calendar quarters preceding each such
               date as shown in the Corporation's reports to Shareholders, or as
               subsequently restated as required by financial accounting
               standards. Only income or loss from continuing operations shall
               be included in the calculation of Growth Rate. Excluded therefrom
               are net income or loss from investments accounted for by the
               equity method, any income or loss from discontinued operations,
               and any extraordinary gain or loss; provided, that, the foregoing
               exclusions are of such material significance as to be presented
               separately in the Combined Statement of Income contained in the
               Corporation's financial Reports to Shareholders.

     1.7. "Cash Bonus" means a bonus of the amount resulting from the
application of the percentage, as designated by the Board of Directors, to the
aggregate market value as of the Bonus Computation Date of the Endorsed Shares,
or their cash equivalent, (including the cash equivalent of fractional shares)
to be distributed to Participant. The designated percentage shall be calculated
so as to provide a Cash Bonus sufficient to pay the anticipated United States
federal income tax at a maximum rate for the highest taxable bracket with
respect to both the Stock Bonus and the Cash Bonus rounded up to the next
highest whole percentage point, but shall in no event exceed 50%. When the
Endorsed Shares are distributed in installments, as provided in Section 3.4,
Market Value for the purpose of computing the Cash Bonus shall be as of the
first day of the period for which the distribution is made but in no event shall
Market Value exceed the highest Market Value during the six months immediately
preceding Participant's Termination of Employment.

     1.8. "Market Value" means the closing price at which Endorsed Shares were
sold on the New York Stock Exchange on the specified date if shares were sold on
such date and, if not, then such closing price of the preceding business day, or
if such specified date were a Saturday, Sunday or a legal holiday, then such
closing price on the next succeeding business day.

     1.9. "Designated Value" means an amount designated by the Board of
Directors as of the date Participant is designated to participate in the Plan,
but not less than 95% of the Market Value on such date.

     1.10. "Dividend Equivalents" means an amount equal to the total dividends
(other than stock dividends) but giving effect to any adjustments under Section
6.1 of the Plan and the fair market value of any rights, warrants and other
distributions not distributed with the Endorsed Shares but which the Participant
would have received if such Participant had been the owner of record of the
number of whole Endorsed Shares distributed as an installment of the Stock Bonus
during the period from the Bonus Computation Date to and including the date of
distribution of such installment. The Board of Directors in its sole discretion
shall determine the fair market value as of the date of distribution of any
rights, warrants or other distributions.

     1.11. "Distribution Period" means the full calendar year, or the number of
full calendar years, next following the calendar year in which Termination of
Employment occurs, determined by the percentage to be applied as provided in
Section 3.1(b) as follows: (i) when said percentage is less than 40%, one such
calendar year; (ii) when said percentage is at least 40% but less than 60%, two
such calendar years; and (iii) when said percentage is 60% of more, three such
calendar years.

     1.12. "Bonus Committee" means the committee appointed under Section 5.1 of
the Plan.

     1.13. "Competing Business" means, as applied to a particular period of
time, a business which at such time is engaged in the manufacture, sale or other
disposition of a product or products which is in competition to a product or
products of the Corporation or its subsidiaries.

     1.14. "Bonus Certificate" means a certificate in the form approved by the
Bonus Committee, setting forth Designation Date, Designated Value, number of
Bonus Units credited to Participant and Cash Bonus percentage, issued to
Participant who, by acceptance thereof, agrees to all the terms and conditions
of the Plan.

     1.15. "Termination of Employment" means the termination of employment by
the Corporation or by a subsidiary as provided in Sections 3.1 or 3.2 and 3.3
but not the transfer of employment from the Corporation to a subsidiary of the
Corporation or vice versa or from one subsidiary of the Corporation to another
such subsidiary.

                       Article II. Distribution of Bonus.

     2.1 "Distribution of Stock Bonus": On each Bonus Computation Date, or as
promptly as practicable thereafter, there shall be distributed to Participant
whose employment has not terminated for the purposes of the Plan, the Stock
Bonus as of such Bonus Computation Date. In lieu of the distribution of Endorsed
Shares, the Bonus Committee in its sole discretion may direct that the
distribution of the Stock Bonus, or any installments thereof, take the form, in
whole in part, of cash equivalent to the market value of Endorsed Shares on the
date as of which a Participant shall be entitled to distribution thereof.
Distribution of Endorsed Shares shall not be made to any Participant unless such
Participant who is an "insider" as currently defined as being subject to the
provisions of Section 16(b) of the Securities and Exchange Act of 1934 has
executed, as to such distribution, an election as required under Section 83(b)
of the Internal Revenue Code of 1954 and in the form as required by Internal
Revenue Service Regulation Section 1.83-2(e), to include the Market Value of
such Endorsed Shares in the Participant's gross income for United States income
tax purposes in the year in which such Endorsed Shares are distributed.

     2.2. "Distribution of Cash Bonus": If and when the distribution of the
Stock Bonus, or an installment thereof, shall be made, the Cash Bonus in respect
of such distribution shall be paid to such Participant. Distribution of the Cash
Bonus shall not be made to any Participant unless such Participant has executed
the required election as set forth in Section 2.1 above.

                     Article III. Termination of Employment.

     3.1. "Retirement, Death or Other Involuntary Termination of Employment
Without Fault": The date of retirement of a Participant pursuant to the
provisions of the retirement plan of the Corporation, or the date of Termination
of Employment of Participant because of Participant's death, illness, disability
or because of reasons not of Participant's own choosing and not due to any fault
on Participant's part shall constitute a Bonus Computation Date for computing
the Participant's Stock Bonus as follows:

     (a)  If such Bonus Computation Date is prior to the first anniversary of
          the Designation Date, no Stock Bonus shall be computed or distributed
          in respect of Bonus Units having such Designation Date.

     (b)  If such Bonus Computation Date is on or after the first anniversary
          but prior to the fifth anniversary of the Designation Date, the Stock
          Bonus will be computed in respect of Bonus Units having such Bonus
          Computation Date as follows:

          Multiply the Bonus Units by the aggregate of (i) a percentage equal to
          20% for each full 12-month period between the Designation Date and
          such Bonus Computation Date, plus (ii) a percentage equal to 1.667%
          for each full calendar month between the immediately preceding
          anniversary of the Designation Date and such Bonus Computation Date;
          provided, that the total Bonus Units so computed shall be reduced by
          the total number of Bonus Units with respect of which a computation
          has previously been made.

     (c)  If such Bonus Computation Date is on or after the fifth anniversary of
          the Designation Date, the Stock Bonus will be computed with respect of
          all remaining Bonus Units having such Bonus Computation Date with
          respect of which a computation has not previously been made.

     In case of the death or disability of a Participant, the Bonus Committee
shall determine who whom distribution shall be made and distribution to the
person or persons designated by the Bonus Committee shall relieve the
Corporation from any and all further responsibility under the Plan.

     3.2. "Other Termination of Employment": In case of Termination of
Employment of Participant otherwise than as provided in Section 3.1, Participant
shall upon such Termination of Employment have no rights whatsoever under this
Plan unless the Bonus Committee exercises the discretion hereinafter granted to
it. The Bonus Committee may in its sole discretion authorize the computation of
such a Participant's Stock Bonus in accordance with Section 3.1 hereof and
distribution of all or any part of any Stock or Cash Bonus as provided in
Section 3.4 hereof.

     3.3. "Limitation on What Constitutes Termination of Employment": If the
Bonus Committee in its sole discretion so determines, employment shall not be
considered as terminated for the purposes of Sections 3.1 and 3.2 of this Plan
so long as a Participant continues to perform services for the Corporation or a
subsidiary thereof on either a full or part time basis either as an independent
contractor or on a consulting basis or otherwise.

     3.4. "Distribution in Installments": Subject to and contingent upon the
fulfillment of the conditions set forth in Section 3.5 and subject to the
provisions of Section 4.1, a Stock Bonus computed pursuant to Section 3.1 shall
be distributed during the applicable Distribution Period in quarter-annual
installments, as nearly equal as practicable, commencing on the first day of
March of the Distribution Period, together with the Cash Bonus and related
Dividend Equivalents in respect of each such installment. If the aggregate
number of Endorsed Shares which results from the Stock Bonus computations and
which is distributable in installments during the Distribution Period shall not
be divisible into whole Endorsed Shares by the applicable number of
installments, each installment except the last shall consist of the nearest
number of whole Endorsed Shares into which such aggregate number of Endorsed
Shares shall be divisible by the applicable number of installments, and the last
installment shall consist of the total number of whole Endorsed Shares resulting
from the Stock Bonus computations less the total number of Endorsed Shares
theretofore distributed, with cash equivalent to its then Market Value in lieu
of any fractional share.

     3.5. "Fulfillment of Conditions": The Corporation's obligation to
distribute any installment pursuant to Section 3.4 shall be contingent upon the
fulfillment of the conditions that:

     (a)  The Participant shall not, whether full time or part time, as an
          employee, on a consulting or advisory basis or otherwise, engaged in
          or perform any services, during the period between the date of
          Participant's Termination of Employment and the end of the
          Distribution Period, for a business which at such time shall be a
          Competing Business following the expiration of a period of thirty days
          after the mailing to Participant, by registered mail to Participant's
          address as it last appeared on the books of the Corporation, of
          written notice by the Secretary or any Assistant Secretary of the
          Corporation to refrain from doing so, nor shall Participant at any
          time (i) disclose information relative to the business of the
          Corporation which is confidential or (ii) otherwise act, or conduct
          himself, in a manner which is inimical or contrary to the best
          interests of the Corporation, and

     (b)  The Participant shall be available during the period between the date
          of Participant's Termination of Employment and the end of the
          Distribution Period for such consulting and advisory services as the
          Corporation may reasonably request, taking fairly into consideration
          the age, health, residence and individual circumstances of the
          Participant and the total amount of distributions to Participant under
          the Plan during the Distribution Period.

          In the event that any of such conditions shall not be fulfilled, the
          obligations of the Corporation hereunder shall forthwith terminate and
          the Participant's right to any further distribution of Endorsed
          Shares, Dividend Equivalents and Cash Bonus shall be cancelled;
          provided, that any such cancellation shall be in addition to and not
          in lieu of any of the rights or remedies available to the Corporation
          arising out of Participant's breach of any provision of the Plan.
          Ownership as an investor of not more than five percent (5%) of the
          outstanding shares of the stock of any company listed on a national
          securities exchange or having at least one hundred (100) shareholders
          shall not in itself be deemed a nonfulfillment of the conditions
          herein set forth.

                Article IV. Acceleration of Bonus Distributions.

     4.1. "Accelerated Distributions": The Bonus Committee may, if and when in
its sole discretion it determines as to any Participant that the circumstances
justify such action and with or without the application or consent of such
Participant, at any time or times after the first anniversary of the Designation
Date designate a Bonus Computation Date with respect of all or any part of the
number of Bonus Unit that the Participant would be entitled to under Section 3.1
computed as if such Bonus Computation Date were a Termination of Employment date
or with respect of all or any part of the number of Bonus Units represented by
the Bonus Certificate with respect to which no distribution prior thereto has
been made. The Stock Bonus, together with the related Cash Bonus, shall
thereupon promptly be distributed to such Participant.

                       Article V. Administration of Plan.

     5.1. "Bonus Committee": The Board of Directors of the Corporation shall
designate a committee of one or more of its members, none of whom shall be a
Participant in the Plan, to administer the Plan and make recommendations with
respect thereto. The Bonus Committee shall have full power to construe and
interpret the Plan and each provision thereof, and its constructions and
interpretations shall be in all respects final, conclusive and binding upon all
Participants and all persons claiming under or through them or under the Plan.

                           Article VI. Miscellaneous.

     6.1. "Adjustment of Units": In the event that there shall be any change in
Endorsed Shares through merger, consolidation, stock dividend, stock split,
reorganization, reclassification or change in the Corporation's structure or
change of shares of stock, appropriate adjustment shall be made in (a) the
number of Bonus Units credited to each Participant with respect to which no
distribution has then been made; (b) the Designated Value to be used in Stock
Bonus computations for each Bonus Computation Date which is on or subsequent to
the effective date of such change in Endorsed Shares, and (c) the Endorsed
Shares to be distributed in installments on or after the effective date of such
change in Endorsed Shares and which have not been distributed prior to said
effective date. The decision of the Board of Directors of the Corporation with
respect to the nature and amount of the adjustment shall be conclusive and
binding upon all Participants and all persons claiming under or through them or
under the Plan.

     6.2. "Continuance of Employment": Nothing herein contained shall in any way
restrict the right of the Corporation or any subsidiary thereof to terminate the
employment of a Participant at any time or be construed as evidence of an
agreement or understanding as to employment or continued employment in any
position or at any remuneration.

     6.3. "Effect of Plan and Participation": Nothing in the Plan shall require
the Corporation to segregate or earmark any share of stock, cash or other
property. Neither a Participant, nor any person claiming under or through
Participant or under the Plan, shall have any right or interest, whether vested
or otherwise, in any shares of stock, cash or other property unless and until
the Participant or such other person shall be entitled to distribution thereof
after compliance with all the terms and conditions and provisions of the Plan.

     6.4. "Withholding of Taxes": The Corporation shall have power to reduce any
distribution of Endorsed Shares resulting from a Stock Bonus by the number of
shares deemed by the Corporation in its sole discretion necessary to provide the
amount of tax required to be withheld by it in respect of such distribution;
provided, however, that the Corporation may provide such amount by reducing the
Cash Bonus distributable to a Participant, after provision for the amount of tax
required to be withheld in respect of such Cash Bonus, or may permit a
Participant to pay or reimburse the Corporation for any taxes required to be
withheld by the Corporation in respect of the distribution of such Stock Bonus.

     6.5. "Non-Alienation of Benefits": No right or benefit under this Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, sell, assign, pledge,
encumber or charge the same shall be void. No right or benefit under the Plan
shall in any manner be liable for or subject to the debts, contracts,
liabilities, or torts of the person entitled to such benefit. If any Participant
under the Plan should become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge any right or benefit under the Plan, then
such right or benefit shall, in the sole discretion of the Bonus Committee,
cease and determine, and in such event, the Corporation may hold or apply the
same or any part thereof for the benefit of the Participant, Participant's
spouse, children or other dependents, or any of them, in such manner and in such
proportion as the Bonus Committee may deem proper.

     6.6. "Legal Holiday": If and when the date on which a computation or
distribution is to be made or other action is to be taken under the Plan falls
on a Saturday, Sunday, or a legal holiday, such computation or distribution
shall be made or such other action taken on the next succeeding business day.




                                                 AMP Incorporated


Dated:_________________                  By:____________________________


                            ------------------------

     Participant hereby acknowledges receipt of this Bonus Certificate, accepts
his designation as a Participant under and subject to all the terms and
conditions set forth herein, and agrees to all such terms and conditions.




                                      -------------------------------
                                              Participant



                          Bonus Distributions Received

   Bonus     |   Bonus Units  |   Stock Bonus   |   Cash Bonus    |  Signature
Computation  |    Computed    |                 |                 |
   Date      |                |                 |                 |
-------------+----------------+-----------------+-----------------+------------
             |                |                 |                 |
             |                |                 |                 |
-------------+----------------+-----------------+-----------------+------------
             |                |                 |                 |
             |                |                 |                 |
-------------+----------------+-----------------+-----------------+------------
             |                |                 |                 |
             |                |                 |                 |
-------------+----------------+-----------------+-----------------+------------



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                        AMP Incorporated

                         General Offices

                    Harrisburg, Pennsylvania






           -------------------------------------------




                        Bonus Certificate





                            Issued to




              -------------------------------------
                           Participant



                 Date__________________________


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<PAGE>
                  AMENDMENTS TO AMP STOCK PLUS CASH BONUS PLAN

     RESOLVED, that the Corporation's Bonus Plan (Stock plus Cash) (the "Plan"),
as amended, be and is hereby further amended, effective September 25, 1992,
1992, in the following respects:

     (i) Section 4.1, entitled "Accelerated Distributions", is modified to state
as follows:

     4.1. "Accelerated Distributions": The Bonus Committee may, if and when in
          its sole discretion it determines as to any Qualified Participant (as
          defined below) that the circumstances justify such action and with or
          without the application or consent of such Qualified Participant, at
          any time or times after the first anniversary of the Designation Date
          designate a Bonus Computation Date with respect to all or any part of
          the number of Bonus Units that the Qualified Participant would be
          entitled to under Section 3.1 computed as if such Bonus Computation
          Date were a Termination of Employment date, or with respect to all or
          any part of the number of Bonus Units represented by the Bonus
          Certificate with respect to which no distribution prior thereto has
          been made. The Stock Bonus, together with the related Cash Bonus,
          shall thereupon promptly be distributed to such Qualified Participant.
          A "Qualified Participant" shall include any Participant other than a
          Participant who is deemed to be a "director", "officer" or "10 percent
          beneficial owner" of the Corporation within the meaning of those terms
          under Section 16 of the Securities Exchange Act of 1934, as amended,
          or who has only recently ceased such status and continues to be bound
          by the Section 16 obligations under the terms thereof.

     (ii) Section 5.1, entitled "Bonus Committee", is modified to state as
follows:

     5.1. "Bonus Committee": The Board of Directors of the Corporation shall
          designate a committee (the "Bonus Committee") of two or more of its
          members, none of whom shall i) during the one year period prior to
          becoming a member of said Bonus Committee or during service on the
          Bonus Committee, have been awarded Bonus Units under the Plan or
          equity securities pursuant to any other plan of the Corporation unless
          permitted under Rule 16b-3 promulgated under Section 16 of the
          Securities Exchange Act of 1934; and ii) during their service as a
          member of the Bonus Committee, participate in any decisions of the
          Bonus Committee which will or could affect their Stock Bonus or Cash
          Bonus distributions under the Plan or other participation under the
          Plan. The Bonus Committee shall administer the Plan and make
          recommendations with respect thereto. The Bonus Committee shall have
          full power to construe and interpret the Plan and each provision
          thereof, and its constructions and interpretations shall be in all
          respects final, conclusive and binding upon all Participants and all
          persons claiming under or through them or under the Plan.