EXHIBIT 4
FORM OF
AMENDMENT TO
EXECUTIVE SEVERANCE AGREEMENT
This Amendment is made to the Executive Severance Agreement , dated as
of August 8, 1996, as thereafter amended prior to the date hereof (the
"Agreement"), between AMP Incorporated (the "Company") and [_________] (the
"Executive"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.
WHEREAS, the Company has determined that it is in its best interest
and that of its stockholders to amend the Agreement as set forth herein;
NOW THEREFORE, in accordance with Section 16 of the Agreement, the
Company and the Executive agree that the Agreement shall be amended as follows,
effective as of August 20, 1998:
1. The Agreement is amended by adding a new Section 19, as follows:
19. Pooling of Interests Transaction Provisions. If it is determined
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that application of the provisions of Sections 2(a) and (d) of this
Agreement would adversely affect the Company's ability to consummate
a Change of Control transaction that is intended to be accounted for
as a "pooling of interests," such provisions shall not be implemented
and, in lieu thereof, in connection with such Change of Control
transaction, (i) all outstanding Stock Bonus Units shall be
distributed to you, immediately prior to such Change of Control, in
the form of shares of the common stock of the Corporation (computed in
the manner otherwise provided under Section 2(a) of this Agreement)
and (ii) all unvested restricted shares, if any, granted to you
pursuant to the terms of a Restricted Stock Agreement with the
Corporation, which would otherwise have been paid in cash in
accordance with Section 2(d) of this Agreement, shall be cancelled,
and unrestricted shares of common stock of the Corporation or other
entity effecting the Change of Control transaction (in either case,
appropriately
adjusted to reflect such Change of Control transaction) shall be
delivered to you in equal installments on the date designated in such
Restricted Stock Agreement for the vesting of unrestricted shares
granted thereunder.
The effective date of this Amendment shall be August 20, 1998. Except
as herein modified, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Amendment as of the date first set forth above.
AMP INCORPORATED
By:_____________________
Title:
________________________
[Executive]
APPROVED:
By:____________________________
Chairman, Compensation and
Management Development
Committee
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