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...

                    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 laws of the Commonwealth of Pennsylvania ("AMP"), and Dauphin
Deposit Bank and Trust Company, a banking association organized and existing
under the laws of the Commonwealth of Pennsylvania (the "Trustee").

     WITNESSETH:

     WHEREAS, AMP and the Trustee entered into a Supplemental Benefit Trust
Agreement on April 1, 1997 (the "Agreement") under which AMP established with
the Trustee certain funded Trusts, Fee Trusts and Shortfall Trusts, as defined
in the Agreement, to provide both a source of payment of benefits to be provided
to designated participants under certain supplemental retirement and life
insurance plans, deferred compensation plans and severance arrangements and a
source of payment of fees incurred by either the Trustee in the administration
of the Trusts or by said participants in enforcing their rights under the
Agreement;

     WHEREAS, pursuant to Section 12.1 of the Agreement AMP may, from time to
time, amend the provisions of the Agreement without the written consent of
Trustee, provided that such amendments do not make the Agreement revocable or
increase the duties of the Trustee, and Trustee has agreed pursuant to Section
12.2 to execute any amendment agreements that may be necessary to give effect to
said amendments; and

     WHEREAS, AMP desires to amend the Agreement as hereinafter set forth, which
amendments neither render the Agreement revocable nor increase the duties of the
Trustee.

     NOW, THEREFORE, in consideration of the premises and the agreements and
covenants contained herein, AMP and the Trustee, intending to be legally bound
hereby, agree as follows:

     1.   Section 16.3(c) of the Agreement is amended to delete the term "50%"
          in subpart (A) thereof and to substitute the term "66 2/3%" in lieu
          thereof.

     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.

ATTEST:________________________              AMP Incorporated
       Corporate Secretary            
                                  By: __________________________________
                                      
                                Title:__________________________________
                                      
                                      
                                      Dauphin Deposit Bank and Trust
ATTEST:_______________________            Company (as Trustee)
           Secretary                  
                                  By: __________________________________

                                Title:__________________________________