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 of business in Harrisburg, Pennsylvania (the
"Corporation"), and ____________________ (the "Employee").
WITNESSETH:
WHEREAS, the Corporation and the Employee entered into a Split-Dollar Life
Insurance Agreement originally effective October 1, 1990 and amended by a First
Amendment dated and effective March 1, 1995 (the "Agreement"), for the purpose
of assisting the Employee with a personal life insurance program in recognition
of the Employee's contributions to the business success of the Corporation and
as an inducement to the Employee's continued employment;
WHEREAS, Section 6.2 of the Agreement provides that the Agreement may be
amended by express written agreement signed by both the Employee and a duly
authorized representative of the Corporation; and
WHEREAS, the Corporation desires, in agreement with the Employee, to amend
the Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the agreements and
covenants contained herein, the Corporation and the Employee, intending to be
legally bound hereby, agree as follows:
1. Section 5.4 is hereby deleted in its entirety and the following is
substituted in its place:
"5.4 Rights Upon a Change in Control.
(a) Notwithstanding any other provision of this Agreement to the contrary,
upon a "Change in Control," as hereinafter defined, this Agreement may
not be terminated (except by mutual consent) by reason of the
termination of the Employee's employment with the Corporation before
the later of (i) the Policy anniversary date next following the
Employee's 65th birthday, or (ii) the expiration of fifteen (15)
Policy years from the date of the Policy, unless the Parties mutually
consent to the continuation of this Agreement at that time.
(b) 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.
It is expressly understood and agreed that, except as provided above, all
terms, conditions and provisions contained in the Agreement shall remain in full
force and effect and without any further change or modification whatsoever.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first above written.
______________________________ ________________________________
Witness for Employee Signature Employee Signature
Attest:_________________________ AMP Incorporated
Corporate Secretary
By: ________________________________
Title: ________________________________
