Exhibit 31
AMENDMENT TO
EXECUTIVE SEVERANCE AGREEMENT
WITH XX. XXXX
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 Incorporated (the "Company") and
Xxxxxx Xxxx (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 second paragraph of Section 1(a) of the Agreement is
amended to delete the number "two" wherever it appears therein and to
replace it with the number "three".
2. The last word of the first sentence of Section 3(a) of the
Agreement shall be changed from "two" to "three".
3. Clause (i) of Section 3(c) of the Agreement is amended in
its entirety to read as follows: "(i) a period of thirty-six months after
termination or".
4. The Agreement is amended by adding the following as a new
Section 19, as follows:
19. Pooling of Interests Transaction Provisions. If it is
determined 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 on
the date or dates designated in such Restricted Stock Agreement
for the vesting of unrestricted shares granted thereunder,
including by reason of death, disability or mutually agreed upon
termination of employment.
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:
________________________
Xxxxxx Xxxx
APPROVED:
By:________________________
Chairman, Compensation and
Management Development
Committee
