Amp Inc Watch

from 10-K ~10 pages Incentive Stock Option Agreement

from 10-K ~10 pages Nonqualified Stock Option Agreement

from 10-K ~10 pages Stock Bonus Unit & Supplemental Cash

from 10-Q 1 page Material contract

from 10-Q ~10 pages Agreement With Jay Hassan

from 10-Q 1 page Fifth Amendment - Pension Restoration Plan

from 10-Q 1 page 2nd Amendment - Supplement Executive Pension Plan

from 10-Q ~10 pages Employee Share Purchase Plan

from 10-Q ~20 pages Executive Severance Agreement - Amendment

from 10-Q 1 page Fourth Amendment to the Pension Restoration Plan

from 10-K 1 page Amendment 1993 Long-Term Equity Incentive

from 10-K ~5 pages Amendment to the Deferred Comp Plan

from 10-K ~10 pages Bonus Plan (Stock Plus Cash)

from 10-K ~20 pages Executive Severance Agreements

from 10-Q 1 page Amendment - Pension Restoration Plan

from 10-Q ~5 pages Pension Parachute of Pension Plan

from 10-Q ~5 pages 2nd Amendment - Executive Life Insurance Plan

from 10-Q ~5 pages 1st Amendment - Executive Split-Dollar Life Insurance

from 10-Q 1 page First Amendment to the Amp Incorporated Retirement Plan for Outside Directors (As Amended and Restated Effective as of October 23, 1996) Pursuant to an Action Taken by the Board of Directors of Amp Incorporated on July 22, 1997, the Amp Incorporated Retirement Plan for Outside Directors, as Amended and Restated in Its Entirety Effective as of October 23, 1996 (The "Plan"), Is Amended Effective as of July 22, 1997 in the Following Respect: 1. Section 4(b)(iii) of the Plan Is Amended to Delete the Term "50%" in Subpart (A) Thereof and to Substitute the Term "66 2/3%" in Lieu Thereof. Except as Provided Above, All Terms, Conditions and Provisions of the Plan Shall Remain in Full Force and Effect and Without Any Further Change or Modification Whatsoever. Executed This 25th Day of September, 1997. Amp Incorporated Attest: By: Corporate Secretary J. E. Marley Chairman

from 10-Q 1 page Second Amendment to the Amp Incorporated Deferred Stock Accumulation Plan for Outside Directors Pursuant to an Action Taken by the Board of Directors of Amp Incorporated on July 22, 1997, the Amp Incorporated Deferred Stock Accumulation Plan for Outside Directors, as Amended Effective as of October 23, 1996 by the First Amendment to the Amp Incorporated Deferred Stock Accumulation Plan for Outside Directors (The "Plan"), Is Further Amended Effective as of July 22, 1997 in the Following Respect: 1. Section 7(b)(iii) of the Plan Is Amended to Delete the Term "50%" in Subpart (A) Thereof and to Substitute the Term "66 2/3%" in Lieu Thereof. Except as Provided Above, All Terms, Conditions and Provisions of the Plan Shall Remain in Full Force and Effect and Without Any Further Change or Modification Whatsoever. Executed This 25th Day of September, 1997. Amp Incorporated Attest: By: Corporate Secretary J. E. Marley Chairman