EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 25th, 1998 • Amp Inc • Electronic connectors • New York
EXHIBIT 12 AMENDMENT No. 2 TO THE RIGHTS AGREEMENT --------------------------------------- Amendment No. 2 to the Rights Agreement, dated as of August 12, 1998 (the "Amendment No. 2"), by and between AMP Incorporated, a Pennsylvania corporation (the...Rights Agreement • August 21st, 1998 • Amp Inc • Electronic connectors
Exhibit 30 RESTRICTED STOCK AGREEMENT AGREEMENT dated this 20th day of August, 1998, by and between AMP Incorporated, a Pennsylvania corporation with its principal offices located in Harrisburg, Pennsylvania ("AMP") and Robert M. Ripp, of Harrisburg,...Restricted Stock Agreement • September 1st, 1998 • Amp Inc • Electronic connectors • Pennsylvania
RECITALSStock Option Agreement • November 25th, 1998 • Amp Inc • Electronic connectors • New York
EXHIBIT 51 AMENDMENT No. 4 TO THE RIGHTS AGREEMENT --------------------------------------- Amendment No. 4 to the Rights Agreement, dated as of September 17, 1998 (the "Amendment No. 4"), by and between AMP Incorporated, a Pennsylvania corporation...Rights Agreement • September 18th, 1998 • Amp Inc • Electronic connectors
EXHIBIT 4 FORM OF AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • August 21st, 1998 • Amp Inc • Electronic connectors
EXHIBIT 13 AMENDMENT No. 3 TO THE RIGHTS AGREEMENT --------------------------------------- Amendment No. 3 to the Rights Agreement, dated as of August 20, 1998 (the "Amendment No. 3"), by and between AMP Incorporated, a Pennsylvania corporation (the...Rights Agreement • August 21st, 1998 • Amp Inc • Electronic connectors
Second Amendment Agreement AMP Incorporated Split-Dollar Life Insurance This SECOND AMENDMENT AGREEMENT (the "Amendment") is made this 25th day of September, 1997 by and between AMP Incorporated, a Pennsylvania corporation having its principal place...Split-Dollar Life Insurance Agreement • November 14th, 1997 • Amp Inc • Electronic connectors
EX-10.S INDEMNITY AGREEMENT THIS AGREEMENT is made as of this 22nd day of October, 1996, between AMP Incorporated, a Pennsylvania corporation (the "Corporation"), and (Fullname) (the "Indemnitee"). W I T N E S S E T H: WHEREAS, the Indemnitee is...Indemnification Agreement • March 27th, 1997 • Amp Inc • Electronic connectors • Pennsylvania
EXHIBIT 4.1 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT No. 5 to the Rights Agreement, dated as of November 22, 1998 (the "Amendment No. 5"), by and between AMP Incorporated, a Pennsylvania corporation (the "Company"), and ChaseMellon Shareholder Services...Rights Agreement • November 25th, 1998 • Amp Inc • Electronic connectors
EX-10.HH -------- AMP Incorporated NONQUALIFIED STOCK OPTION AGREEMENT For the purpose of (a) encouraging key employees to acquire a proprietary interest in the Common Stock of AMP Incorporated (the "Corporation"), thereby aligning their interests...Nonqualified Stock Option Agreement • March 26th, 1999 • Amp Inc • Electronic connectors • Pennsylvania
EX-10.F AMP INCORPORATED SPLIT-DOLLAR LIFE INSURANCE AGREEMENT THIS AGREEMENT, made as of this 8th day of November 1990, by and between AMP Incorporated, a Pennsylvania corporation having its principal place of business in Harrisburg, Pennsylvania...Split-Dollar Life Insurance Agreement • March 27th, 1997 • Amp Inc • Electronic connectors • Pennsylvania
Exhibit 70 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated September 28, 1998, between AMP Incorporated, a Pennsylvania corporation (the "Seller"), and Wachovia Bank N.A., not in its individual or corporate capacity, but...Stock Purchase Agreement • September 28th, 1998 • Amp Inc • Electronic connectors • Pennsylvania
FORM OF AMENDMENT TO RESTRICTED STOCK AGREEMENT This Amendment is made to that certain Restricted Stock Agreement (the "Agreement"), dated as of [________], between AMP Incorporated (the "Company") and [________] ("Executive"). Capitalized terms used...Restricted Stock Agreement • August 21st, 1998 • Amp Inc • Electronic connectors
EX-10.II -------- AMP Incorporated INCENTIVE STOCK OPTION AGREEMENT For the purpose of (a) encouraging key employees to acquire a proprietary interest in the Common Stock of AMP Incorporated (the "Corporation"), thereby aligning their interests with...Incentive Stock Option Agreement • March 26th, 1999 • Amp Inc • Electronic connectors • Pennsylvania
Exhibit 84 August 20, 1998 James E. Marley AMP Incorporated P.O. Box 3608 Harrisburg, PA 17105-3608 Dear Jim: This Letter Agreement is being entered into to evidence our agreement that, as of the date hereof, you shall step down from your position as...Executive Severance Agreement • October 9th, 1998 • Amp Inc • Electronic connectors
EX-4.B AMENDMENT RIGHTS AGREEMENT Amendment Rights Agreement, dated as of September 4, 1992 (the "Amendment"), by and between AMP Incorporated, a Pennsylvania corporation (the "Company"), and Chemical Bank, a corporation organized under the banking...Amendment Rights Agreement • March 30th, 1998 • Amp Inc • Electronic connectors
March 27, 1996 Page 2 November 8, 1995 Harold A. McInnes 260 Winding Way Camp Hill, PA 17011 Dear Hal: The Consulting Agreement dated December 21, 1992, by and between AMP Incorporated ("AMP") and you (the "Agreement") will expire on December 31,...Consulting Agreement • March 29th, 1996 • Amp Inc • Electronic components, nec
The Consulting Agreement dated December 21, 1992, by and between AMP Incorporated ("AMP") and you (the "Agreement") will expire on December 31, 1995. Pursuant to Section 10 of the Agreement, AMP desires to extend the Agreement on the same terms and conditions as are therein contained for an additional period of two (2) years beginning January 1, 1996 and ending December 31, 1997.
CONSULTING, CONFIDENTIALITY AND NON-COMPETITION AGREEMENT AND RELEASE MADE this 24th day of July, 1998 by and between AMP Incorporated, a Pennsylvania corporation having its principal office in Harrisburg, Pennsylvania, USA ("AMP", which term shall be...Consulting, Confidentiality and Non-Competition Agreement • November 17th, 1998 • Amp Inc • Electronic connectors • Pennsylvania
Exhibit 69 AMP INCORPORATED BENEFIT TRUST AGREEMENT BENEFIT TRUST AGREEMENT ("Trust Agreement"), dated September 28, 1998, but effective as of the Effective Date (as hereinafter defined) by and between AMP Incorporated, a Pennsylvania corporation (the...Benefit Trust Agreement • September 28th, 1998 • Amp Inc • Electronic connectors
EX-10.GG -------- AMP Incorporated STOCK BONUS UNIT AND SUPPLEMENTAL CASH BONUS AGREEMENT For the purpose of (a) encouraging key employees to acquire a proprietary interest in the Common Stock of AMP Incorporated (the "Corporation"), thereby aligning...Stock Bonus Unit and Supplemental Cash Bonus Agreement • March 26th, 1999 • Amp Inc • Electronic connectors • Pennsylvania
EXECUTIVE SEVERANCE AGREEMENT (the "Agreement") dated August 8, 1996 The Board of Directors ("Board") of AMP Incorporated, a Pennsylvania corporation (the "Corporation"), and the Compensation and Management Development Committee ("Committee") of the...Executive Severance Agreement • November 13th, 1996 • Amp Inc • Electronic connectors • Pennsylvania
AMP Incorporated PERFORMANCE RESTRICTED SHARE AGREEMENT For the purpose of (a) encouraging key employees to acquire a proprietary interest in the Common Stock of AMP Incorporated (the "Corporation"), thereby aligning their interests with the interests...Performance Restricted Share Agreement • November 13th, 1995 • Amp Inc • Electronic components, nec • Pennsylvania
AMENDMENT TO RIGHTS AGREEMENT AMENDMENT No. 5 to the Rights Agreement, dated as of November 22, 1998 (the "Amendment No. 5"), by and between AMP Incorporated, a Pennsylvania corporation (the "Company"), and ChaseMellon Shareholder Services L.L.C., a...Rights Agreement • March 26th, 1999 • Amp Inc • Electronic connectors
Exhibit 85 August 20, 1998 William J. Hudson, Jr. AMP Incorporated P.O. Box 3608 Harrisburg, PA 17105-3608 Dear Bill: This Letter Agreement is being entered into to evidence our agreement that, as of the date hereof, you shall step down from your...Employment Agreement • October 9th, 1998 • Amp Inc • Electronic connectors
Exhibit 31 AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT WITH MR. RIPP This Amendment is made to that certain Executive Severance Agreement, dated as of August 8, 1996 as thereafter amended prior to the date hereof (the "Agreement"), between AMP...Executive Severance Agreement • September 1st, 1998 • Amp Inc • Electronic connectors
First Amendment Agreement AMP Incorporated Supplemental Benefit Trust Agreement This FIRST AMENDMENT AGREEMENT (the "Amendment") is made this 25th day of September, 1997 by and between AMP Incorporated, a corporation organized and existing under the...Supplemental Benefit Trust Agreement • November 14th, 1997 • Amp Inc • Electronic connectors
Exhibit 36 September 4, 1998 BY HAND DELIVERY Mary A. McLaughlin, Esquire Dechert, Price & Rhoads 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 Re: AlliedSignal Corporation v. AMP Incorporated AMP Incorporated v. AlliedSignal...Settlement Agreement • September 8th, 1998 • Amp Inc • Electronic connectors
AMP INCORPORATED SUPPLEMENTAL BENEFIT TRUST AGREEMENT THIS TRUST AGREEMENT is made and entered into as of April 1, 1997 by and between AMP Incorporated, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania ("AMP")...Supplemental Benefit Trust Agreement • August 13th, 1997 • Amp Inc • Electronic connectors
