AMP INC, PRRN14A, 1998-11-19

AMP INC
PRRN14A, 1998-11-19
ELECTRONIC CONNECTORS

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PRELIMINARY COPY -- SUBJECT TO COMPLETION
________________________________________________________________________________

SCHEDULE 14A INFORMATION
CONSENT STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [x]

Check the appropriate box:

[x] Preliminary Consent Statement

[ ] Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))

[ ] Definitive Consent Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to 'SS'240.14a-11(c) or 'SS'240.14a-12

AMP INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

ALLIEDSIGNAL INC.
PMA ACQUISITION CORPORATION
(NAME OF PERSON(S) FILING CONSENT STATEMENT, IF OTHER THAN REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[x] No Fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11:

1) Title of each class of securities to which transaction applies:

.........................................................................

2) Aggregate number of securities to which transaction applies:

.........................................................................

3) Per unit price or other underlying transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

.........................................................................

4) Proposed maximum aggregate value of transaction:

.........................................................................

5) Total fee paid:

.........................................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

.........................................................................

2) Form, Schedule or Registration Statement No.:

.........................................................................

3) Filing Party:

.........................................................................

4) Date Filed:

.........................................................................

________________________________________________________________________________

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PRELIMINARY COPY
SUBJECT TO COMPLETION

ALLIEDSIGNAL [LOGO] AlliedSignal Inc.
P.O. Box 3000
Morristown, NJ 07962-2496

LARRY BOSSIDY
Chairman and
Chief Executive Officer

November , 1998

Dear AMP Shareowners:

I am writing to request that you consent to the election of AlliedSignal's
nominees to a majority position on the AMP Board of Directors.

The attached Consent Statement sets forth our program and the reasons we
believe you should support our nominees.

I urge you to read the enclosed materials, which describe our proposals in
greater detail. Then, please fill out, date and sign the enclosed blue card as
soon as possible and mail it in the envelope provided.

Sincerely,

LARRY BOSSIDY
Chairman and Chief Executive Officer

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IMPORTANT

1. If your shares of Company Common Stock are held in your own name, please
mark, sign and date the enclosed BLUE consent card and mail it to Morrow & Co.,
Inc. in the postage-paid envelope provided.

2. If your shares of Company Common Stock are held in the name of a
brokerage firm, bank nominee or other institution, only that entity can execute
a consent with respect to your shares of Company Common Stock and only upon
receipt of your specific instructions. Accordingly, you should contact the
person responsible for your account and give instructions for a BLUE consent
card to be signed representing your shares of Company Common Stock. AlliedSignal
and PMA urge you to confirm in writing your instructions to the person
responsible for your account and provide a copy of those instructions to
AlliedSignal and PMA in care of Morrow & Co., Inc. at the address set forth
below so that AlliedSignal and PMA will be aware of all instructions given and
can attempt to ensure that these instructions are followed.

If you have any questions or require any assistance in executing or
delivering your consent, please call:

MORROW & CO., INC.

445 Park Avenue
5th Floor
New York, New York 10022
Toll Free (800) 566-9061
Call Collect (212) 754-8000
Banks and Brokerage Firms Please Call:
(800) 662-5200

TABLE OF CONTENTS

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Risk Factors.......................................................................................... 2

Background of the Solicitation........................................................................ 4

The Nominee Election Proposals........................................................................ 8

Voting Securities and Principal Holders............................................................... 16

Certain Information Concerning AlliedSignal and PMA................................................... 16

Solicitation of Consents.............................................................................. 17

Consent Procedure..................................................................................... 18

Effectiveness and Revocation of Consents.............................................................. 18

Special Instructions.................................................................................. 19

Dissenters' Rights.................................................................................... 20

Litigation............................................................................................ 20

ANNEX I............................................................................................... A-I-1

ANNEX II.............................................................................................. A-II-1

ANNEX III............................................................................................. A-III-1

ANNEX IV.............................................................................................. A-IV-1

ANNEX V............................................................................................... A-V-1
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PRELIMINARY COPY
SUBJECT TO COMPLETION

CONSENT STATEMENT
OF
ALLIEDSIGNAL INC.
PMA ACQUISITION CORPORATION

This Consent Statement is furnished by AlliedSignal Inc., a Delaware
corporation ('AlliedSignal'), and its wholly owned subsidiary, PMA Acquisition
Corporation, a Delaware corporation ('PMA'), in connection with the solicitation
by AlliedSignal and PMA of written consents from holders of shares of common
stock, without par value ('Company Common Stock'), of AMP Incorporated, a
Pennsylvania corporation (the 'Company'), to take the following actions without
a shareholders meeting, as permitted by the Company's Articles of Incorporation
and Pennsylvania law:

(1) Amend Section 2.2 of Article II of the Company's by-laws (the
'Company By-laws') to fix the number of directors of the Company at
twenty-eight;

(2) Amend Section 2.4 of Article II of the Company By-laws to provide
that vacancies on the Company's Board of Directors (the 'Company Board')
created as a result of a shareholder amendment to the Company By-laws may
be filled only by a vote of the Company's shareholders;

(3) Amend Section 1.7.2 of Article I of the Company By-laws to clarify
that a shareholder seeking to nominate candidates for election to the
Company Board pursuant to shareholder action by written consent need not
comply with the advance notification provisions of the Company By-laws
applicable to the nomination of candidates in connection with meetings of
the shareholders (the 'Advance Notification Provisions');

(4) Elect seventeen nominees of AlliedSignal and PMA (the 'Nominees')
to serve as directors of the Company (or, if any such Nominee is unable to
serve as a director of the Company due to death, disability or otherwise,
any other person designated as a Nominee by the remaining Nominee or
Nominees); and

(5) Repeal each provision of and amendment to the Company By-laws
adopted subsequent to July 22, 1998 and prior to the effectiveness of the
Nominee Election Proposals (as defined below) and the seating of a
sufficient number of Nominees so that Nominees constitute a majority of the
Company Board.

All of the foregoing actions (collectively, the 'Nominee Election
Proposals') are designed to facilitate the election of the Nominees to the
Company Board. AlliedSignal hopes that, to the extent not constrained by
conflicts of interest, the Nominees, if elected, subject to their fiduciary
duties as directors of the Company owed solely to the Company, will encourage
the Company to enter into an agreement providing for a merger or other business
combination (a 'Proposed Merger') with AlliedSignal. However, there can be no
assurance that a combination between AlliedSignal and the Company will be
consummated or that the Nominees, if elected, will participate in acquisition
related issues because of the conflict of interest situations involving the
Nominees and the procedures that may be necessary to address those situations. A
merger agreement would be subject to the affirmative vote of at least 66 2/3% of
the votes cast by holders of all shares of Company Common Stock entitled to vote
unless AlliedSignal has previously purchased 80% or more of the outstanding
shares of Company Common Stock and, under certain circumstances, the affirmative
vote of the Company's shareholders entitled to cast at least a majority of the
votes that all of the Company's shareholders, other than AlliedSignal, are
entitled to cast. See 'RISK FACTORS,' 'BACKGROUND OF THE SOLICITATION' and 'THE
NOMINEE ELECTION PROPOSALS.'

The Company Board has fixed October 15, 1998 as the record date for the
solicitation for the Nominee Election Proposals (the 'Record Date').

This Consent Statement and the related BLUE consent card are first being
sent or given on or about November , 1998 to all holders of record of shares
of Company Common Stock on the Record Date. The Company Common Stock constitutes
the only outstanding class of voting securities of the Company. Accordingly,
only record holders of shares of Company Common Stock are entitled to execute
and deliver consents.

ALLIEDSIGNAL AND PMA RECOMMEND THAT YOU CONSENT TO EACH OF THE NOMINEE
ELECTION PROPOSALS.

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RISK FACTORS

CONFLICTS OF INTEREST

Because each Nominee is currently an executive officer or director of
AlliedSignal, the Nominees, if elected, will have a conflict of interest when
acting as Company directors in all matters in which AlliedSignal's interests
differ from those of the Company.

These conflict of interest situations will include:

actions with regard to any AlliedSignal tender offer for Company
Common Stock;

the determination of whether the Company should remain independent
in light of the Company's current business plan;

actions with regard to a Proposed Merger; and

proposals by third parties to acquire some or all of the Company.

These conflict of interest situations may also include some or all of the
decisions regarding the business and operations of the Company until
AlliedSignal completes or abandons its proposed acquisition of 100% of the
Company, such as:

decisions regarding whether to retain or discharge officers and
employees of the Company;

authorizing actions in furtherance of the Company's current business
plan;

the proper levels of compensation to provide maximum incentive for
maximum operating performance;

the date of the Company's 1999 annual meeting; and

the slate of board nominees for election as directors at the 1999
annual meeting.

The many possible conflict of interest situations involving the Nominees
may have a number of adverse effects on the Company. These may include:

delay and complication in implementing business plans and decisions,
including any operational restructurings;

uncertainty about the validity and effect of board actions;

creation of a divided board that does not function smoothly;

litigation (which could be protracted) among the directors and by
shareholders seeking injunctive relief or monetary damages;

damaged executive and employee morale; and

significant legal and transactional expenses that would otherwise
not be incurred.

The Nominees have not formulated any specific plan or procedure with
respect to the method by which they will comply with their fiduciary duties to
the Company and to AlliedSignal in conflict of interest situations. They intend
to discharge their fiduciary duty solely to the Company with the advice of
independent Pennsylvania counsel, and where appropriate the advice of
independent financial advisors or other appropriate independent consultants and
advisors, and will take into account all then prevailing facts and
circumstances. In this regard, each Nominee has acknowledged that he or she may
have to consult independent counsel, from Delaware in the case of AlliedSignal,
and from Pennsylvania in the case of the Company, to advise with respect to
fulfilling his or her obligations to each corporation, where there are conflicts
of interest, and has further acknowledged that any issue that relates to the
sale, acquisition, merger or other business combination of the Company,
including its Poison Pill (as defined below) and any other defensive measures,
or processes or procedures for any acquisition, will present conflict of
interest issues for which he or she must seek independent legal or other
appropriate advice.

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As noted above, the Nominees will have a conflict of interest with respect
to all matters involving a combination of AlliedSignal and the Company.
Nevertheless, it may be possible that the Nominees may be able to begin a
thorough review of the information previously presented to the Company Board by
its management and financial and legal advisors regarding the AlliedSignal
acquisition proposal. Depending on the prevailing facts and circumstances, the
process may also include:

a decision by the Nominees not to participate in portions of any
meetings of the Company Board dealing with AlliedSignal's
acquisition proposals, including portions of any meetings relating
to the Company's Poison Pill or any other matters relating to the
acquisition of the Company by AlliedSignal or any third party;

the creation of a committee of the Company Board to deal with the
AlliedSignal acquisition proposal (and any third party acquisition
proposals), which committee will not include any current or former
executives of AlliedSignal or the Company and may consist entirely
or in part of current Company directors (it being noted that the
current Company directors have twice rejected AlliedSignal's $44.50
per share cash offer); and

the solicitation of acquisition proposals from third parties.

In this regard, the Nominees have acknowledged that, depending on the facts
and circumstances existing at the time, it may be necessary for some or all of
them to recuse themselves from acting either on the board of directors of
AlliedSignal or the Company Board or to resign as an officer of AlliedSignal or
from one board or the other, or both. In addition, if the Nominees are elected,
some or all of the current Company directors may resign. Vacancies on the
Company Board may be filled either by the Company Board or by the Company's
shareholders at a special meeting. Furthermore, at the annual meeting of the
Company, the Company Board may be reconstituted. In any of these cases, some
number of persons with no prior connection to AlliedSignal or the Company may be
nominated and elected as directors of the Company. Any new directors could form
part or all of a Company Board committee to deal with the AlliedSignal
acquisition proposal and any third party acquisition proposals.

The Nominees' (and presumably the other Company directors') decisions
regarding the appropriate process for dealing with the AlliedSignal acquisition
proposal would be based upon the advice of counsel and would necessarily be
based on events and circumstances that the Nominees are not aware of, as well as
events and circumstances that have not yet occurred and cannot readily be
predicted, such as actions of the Company Board not known to the Nominees
(including any solicitation or receipt of expressions of interest from possible
third party buyers), the views of unaffiliated directors, officers and other
executives of the Company, developments in the Company's business, operations
and financial performance, changes in the U.S. and global economies, changes in
the U.S. and global debt and equity markets, and any future judicial decisions
regarding the validity of various provisions of the Company's Rights Agreement.

There can be no assurance that a combination between AlliedSignal and the
Company will be consummated or that the Nominees, if elected, will participate
in acquisition related issues because of the conflict of interest situations
involving the Nominees and the procedures that may be necessary to address those
situations.

RIGHTS AGREEMENT

Under the Company's Rights Agreement, dated October 25, 1989, as amended
(the 'Rights Agreement' or the 'Poison Pill'), if the Nominees are elected, the
Rights issued under the Poison Pill can no longer be redeemed and the Poison
Pill can no longer be amended (the 'Nonredemption Provision'). AlliedSignal has
brought suit challenging the validity and enforceability of the Nonredemption
Provision. On October 8, 1998, the Federal District Court hearing the case
upheld the validity of the Nonredemption Provision. Unless this decision is
overturned on appeal, the election of the Nominees as a majority of the Company
Board would preclude a business combination by the Company with any person,
including AlliedSignal, prior to the expiration of the Poison Pill on November
6, 1999. See 'BACKGROUND OF THE SOLICITATION -- AlliedSignal Nominee Election
Proposals' and 'LITIGATION.'

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BACKGROUND OF THE SOLICITATION

AlliedSignal Tender Offers. On August 10, 1998, PMA commenced an offer to
purchase (the 'Initial Offer') all the outstanding shares of Company Common
Stock, together with the associated common stock purchase rights (the 'Rights'
and, together with the Company Common Stock, the 'Shares') issued pursuant to
the Rights Agreement, at $44.50 per Share.

On September 14, 1998, AlliedSignal and PMA amended the Initial Offer to
reduce the number of Shares being sought to 40 million Shares, approximately the
maximum number of Shares (based on the number of Shares reported by the Company
to be then outstanding) that PMA could acquire without becoming an 'Acquiring
Person' under the Poison Pill. On September 21, 1998, after the Company Board
reduced from 20% to 10% the Share ownership threshold at which a person would
become an 'Acquiring Person' under the Poison Pill, AlliedSignal and PMA further
amended the Initial Offer to reduce the number of Shares being sought to 20
million Shares at $44.50 per Share (the 'Amended Initial Offer'). The purpose of
the Amended Initial Offer was for AlliedSignal, through PMA, to acquire a
significant equity interest in the Company as the first step toward a business
combination of AlliedSignal and the Company and to obtain a significant vote for
purposes of this consent solicitation.

The Amended Initial Offer expired at 12:00 midnight, New York City time, on
Thursday, October 8, 1998. Approximately 156.6 million Shares were validly
tendered at the expiration of the Amended Initial Offer. On October 9, 1998,
AlliedSignal announced that PMA had accepted for payment all 20 million Shares
sought pursuant to the Amended Initial Offer, resulting in a proration factor of
approximately 12.8%.

As a result of the Amended Initial Offer, AlliedSignal has become the
beneficial owner of 20,000,100 Shares, or approximately 9.1% of the number of
Shares reported to be outstanding in the Company's Tender Offer Statement on
Schedule 13E-4 (the 'Company 13E-4'), dated October 9, 1998.

Because AlliedSignal is the beneficial owner of less than 10% of the
outstanding Shares (based on the number of Shares reported in the Company 13E-4
to be outstanding), AlliedSignal believes that it is not an 'Acquiring Person'
under the Poison Pill and that the provisions of Subchapters E, F and I of
Chapter 25 of the Pennsylvania Business Corporation Law (the 'PBCL') have not
been triggered. These provisions of the PBCL establish a series of barriers to
the acquisition of the Company. On November 18, 1998, the Federal District Court
for the Eastern District of Pennsylvania (the 'District Court') issued an order
determining that the 20,000,100 Shares beneficially owned by AlliedSignal are
'control shares' within the meaning of Subchapter G of Chapter 25 of the PBCL
(the 'Control Share Acquisition Statute') and enjoining AlliedSignal from voting
those Shares unless and until voting rights are restored under Section 2564 of
the Control Share Acquisition Statute. Accordingly, AlliedSignal will not be
able to vote its Shares in connection with this consent solicitation.

AlliedSignal (through PMA) intends to commence another tender offer (the
'Second Offer') to purchase all Shares not owned by AlliedSignal at $44.50 per
Share, net to the seller in cash. If the Company's self-tender offer (described
below under 'BACKGROUND OF THE SOLICITATION -- Company Self-Tender Offer') is
consummated, the consideration in the Second Offer and the Proposed Merger will
be reduced so that shareholders receive a 'blended value' of $44.50 per Share
for all of the outstanding Shares. For example, taking into account
AlliedSignal's previous acquisition of 20 million Shares at $44.50 per Share and
assuming that the Company purchases 30 million Shares at $55.00 per Share in its
self-tender offer, and further assuming that, prior to the purchase by the
Company of the 30 million Shares, 221,039,160 Shares are outstanding on a fully
diluted basis, the consideration per Share in the Second Offer and Proposed
Merger would be reduced to $42.64 in order to produce a $44.50 'blended value.'
In addition, AlliedSignal reserves the right to further reduce the consideration
in the Second Offer and Proposed Merger in order to reflect any diminution in
value of the Company arising out of the incremental costs and fees of the
Company's financing in connection with its self-tender offer and to increase or
decrease the consideration in the Second Offer and Proposed Merger as a result
of changes in the Company's business or financial condition, prevailing interest
rates, or stock market, financial or other economic conditions. Any increase or
reduction in the consideration to be paid in the Second Offer would require that
the Second Offer remain open for at least 10 business days from the date that
notice of the increase or decrease is first published, sent or given to
shareholders. Moreover, any decrease in the consideration to be paid in the
Second Offer or Proposed

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Merger could subject any agreement governing a Proposed Merger to Section 2538
of the PBCL which would require that agreement to be approved by the affirmative
vote of the Company's shareholders entitled to cast at least a majority of the
votes that all of the Company's shareholders, other than AlliedSignal, are
entitled to cast.

The Second Offer will be subject to a number of conditions, including (i)
acquisition of Shares pursuant to the Second Offer having been approved by the
Company Board for purposes of Chapter 29, Subchapter F (the 'Business
Combination Statute') of the PBCL or PMA being satisfied, in its reasonable
discretion, that the Business Combination Statute is invalid or otherwise
inapplicable to the Second Offer and the Proposed Merger, (ii) the Rights having
been redeemed by the Company Board or PMA being satisfied, in its reasonable
discretion, that the Rights have been invalidated or are otherwise inapplicable
to the Second Offer and the Proposed Merger (the 'Rights Condition'), (iii)
there being validly tendered and not withdrawn prior to the expiration of the
Second Offer that number of Shares which, together with the 20,000,100 Shares
now owned by PMA, represent at least a majority of all of the outstanding Shares
on a fully diluted basis and (iv) PMA having been accorded the right to vote the
Shares acquired by it pursuant to the Second Offer and the Initial Offer under
Chapter 25, Subchapter G of the PBCL or there being validly tendered and not
withdrawn prior to the expiration of the Second Offer that number of Shares
which, together with the 20,000,100 Shares now owned by PMA, represent at least
80% of the outstanding Shares on a fully diluted basis and the Company Board
having approved a merger agreement.

Unless certain provisions of the Rights Agreement are declared invalid by
the courts or the Rights Condition is otherwise satisfied, if the Nominees are
elected, neither the Second Offer nor the Proposed Merger could be consummated
before November 6, 1999, the date of expiration of the Rights Agreement. See
'BACKGROUND OF THE SOLICITATION -- AlliedSignal Nominee Election Proposals' and
'LITIGATION.'

Complete information about the Second Offer will be contained in a
Statement on Schedule 14D-1 and Offer to Purchase and related Letter of
Transmittal (collectively, the 'Second Offer to Purchase') included therein that
will be filed with the Securities and Exchange Commission (the 'Commission').

AlliedSignal Nominee Election Proposals. On August 12, 1998, AlliedSignal
filed preliminary material with the Commission for its consent solicitation, in
which it proposed to seek shareholders' consent to the election of the Nominees
and to the other proposals set forth below under 'THE NOMINEE ELECTION
PROPOSALS.' See also 'RISK FACTORS' and 'LITIGATION.'

AlliedSignal hopes that, to the extent not constrained by conflicts of
interest and subject to the fulfillment of their fiduciary duties as directors
of the Company owed solely to the Company, the Nominees, if elected as directors
of the Company, will encourage the Company to enter into and consummate a
Proposed Merger with AlliedSignal as soon as reasonably practicable and under
circumstances in which the Rights would not be triggered which, as noted above,
could be as late as November 6, 1999.

AlliedSignal also hopes that the Nominees will take whatever other actions
are appropriate, subject to fulfillment of their fiduciary duties as directors
of the Company owed solely to the Company, to facilitate the Second Offer and
Proposed Merger, including approving the Second Offer and Proposed Merger for
purposes of the Business Combination Statute. However, there can be no assurance
that a combination between AlliedSignal and the Company will be consummated or
that the Nominees, if elected, will participate in acquisition related issues
because of the conflict of interest situations involving the Nominees and the
procedures that may be necessary to address those situations.

At the time AlliedSignal and PMA commenced the Initial Offer, the Rights
Agreement provided that, under certain circumstances, the decision to redeem the
Rights required the concurrence of a majority of the members of the Company
Board who were members of the Company Board prior to October 25, 1989 (the
'Continuing Directors') and their nominees (the 'Dead Hand Provision').
AlliedSignal and PMA believed that the Dead Hand Provision was unenforceable.
Accordingly, on August 4, 1998, AlliedSignal filed the AlliedSignal Action which
sought to have the Dead Hand Provision declared invalid. See 'LITIGATION.'

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AlliedSignal also believed that the Rights Agreement, as in effect at the
time the Initial Offer commenced, would have permitted AlliedSignal to
consummate a merger with the Company without triggering the dilutive effect of
the Rights (even if the Continuing Directors refused to redeem the Rights), so
long as AlliedSignal did not acquire 20% or more of the Company Common Stock
before the merger. AlliedSignal was also of the view that, if the Nominees were
elected to and constituted a majority of the Company Board, the Continuing
Directors could have been persuaded to redeem the Rights, in furtherance of
their fiduciary duties to the Company, although there were no assurances that
this would have been the case.

In response to the Initial Offer and to AlliedSignal's stated intention to
seek shareholder consent to the election of the Nominees, the Company Board, at
a meeting held on August 20, 1998, approved Amendment No. 3 to the Rights
Agreement -- the Nonredemption Provision -- which provided that:

(i) unless the Rights are redeemed prior thereto, a merger or other
business combination transaction will be an event triggering a Transaction
Exercise Right, irrespective of whether other events have previously
occurred to cause the Rights Certificates to have been distributed, (ii)
the Rights shall become nonredeemable upon a change in the Board occurring
at any time following receipt of an unsolicited acquisition proposal such
that the disinterested directors (as such term is defined under
Pennsylvania law) in office prior to the first such unsolicited acquisition
proposal, together with their successors as may be approved by the Board of
Directors prior to their election, no longer constitute a majority of the
Board of Directors, (iii) the Qualifying Offer exception shall be
applicable unless and until the Rights become nonredeemable under clause
(ii) above, and (iv) the Rights Agreement generally may not be amended when
the Rights are not redeemable.

The Nonredemption Provision, which effectively replaced the Dead Hand
Provision, makes the Rights non-redeemable by any directors, even
'disinterested' directors, if a majority of the Company Board are persons other
than the current directors of the Company or their designees. The Nonredemption
Provision also eliminated AlliedSignal's ability to consummate a merger without
a prior redemption of the Rights.

The Nonredemption Provision would remain in effect until the expiration of
the Rights Agreement on November 6, 1999 and, if the Nominees are elected and
constitute a majority of the Company Board, would preclude a business
combination by the Company with any person, including AlliedSignal, prior to
November 6, 1999, no matter what the price offered or terms specified. At the
August 20, 1998 meeting, the Company Board also adopted a resolution providing
that, for a period of six months after the expiration of the Rights Agreement,
the Company will neither adopt nor have in place a shareholder rights plan.

In connection with the Initial Offer and this consent solicitation,
AlliedSignal filed suit against the Company (the 'AlliedSignal Action') in the
District Court to invalidate the Nonredemption Provision of the Poison Pill. On
October 8, 1998, the District Court issued an order (the 'District Court Order')
upholding the Nonredemption Provision of the Poison Pill. AlliedSignal and PMA
continue to believe that the Nonredemption Provision is invalid and
unenforceable because it is ultra vires, constitutes an impermissible
manipulation of the corporate governance machinery and unreasonably interferes
with the exercise of the shareholder franchise in violation of Pennsylvania law.
Moreover, the Nonredemption Provision deprives current and future directors of
the Company of the ability to exercise their judgment and discretion in the best
interests of the Company and it strips the Company Board of its ability to
fulfill its fiduciary duties to the Company. AlliedSignal is appealing the
District Court Order with respect to the Nonredemption Provision. There can be
no assurance that this appeal will be successful. See 'LITIGATION.'

In reaching its conclusion that the Nonredemption Provision is invalid and
unenforceable, AlliedSignal has relied on the opinion of Pennsylvania counsel,
Dechert Price & Rhoads, which considered, among other things, applicable
statutory language and Comments and legislative history of the PBCL, as amended,
including, without limitation, Sections 1712, 1525, 1715, 1721, 1725, and 1502.
Counsel also relied on the District Court's November 19, 1996 ruling in Norfolk
Southern Corp. v. Conrail (holding conduct that disenfranchises shareholders by
depriving them of a meaningful vote to be fundamentally unfair under
Pennsylvania law); IBS Financial Corp. v. Seidman & Assocs., L.L.C. (board
action primarily motivated by a desire to frustrate the shareholder franchise is
suspect under

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<PAGE>
New Jersey law); Blasius Indus., Inc. v. Atlas Corp. (action designed
principally to interfere with the effectiveness of a shareholder vote inevitably
involves a conflict between the board and a shareholder majority under Delaware
law); Carmody v. Toll Brothers, Inc. (stating that provisions in corporate
instruments that are intended principally to restrain or coerce the exercise of
the shareholder franchise are deeply suspect under Delaware law); and Bank of
New York Co. v. Irving Bank Corp. (invalidating unilateral board action
restricting powers of future boards of directors to amend or redeem poison pills
under New York law). These statutory sections and case law taken together, in
counsel's opinion, make it illegal under Pennsylvania law for a board of
directors to deprive a future board of directors of the powers and duties
imposed upon directors under the PBCL and to interfere with the voting rights of
shareholders. The opinion acknowledges the issuance of the District Court Order
and indicates that there are no cases directly on point.

AlliedSignal Shareholder Rights Proposal. On September 14, 1998,
AlliedSignal filed revised preliminary consent solicitation material with the
Commission, pursuant to which it added a new 'Shareholder Rights Proposal' to
its consent solicitation. The Shareholder Rights Proposal would have amended the
Company By-laws to remove from the Company Board all powers with respect to the
Rights Agreement and vest those powers in a group of three representatives, the
'Rights Agreement Managing Agents.' The Rights Agreement Managing Agents, in
turn, would have amended the Rights Agreement in a number of respects, including
making it inapplicable to: (i) any tender or exchange offer (including the
Second Offer), if, as a result of that offer, the offeror and its affiliates
would be the beneficial owners of a majority of the outstanding shares of
Company Common Stock and (ii) any merger (including the Proposed Merger) if the
merger either does not require shareholder approval or is approved by the
requisite vote of Company shareholders. The Rights Agreement Managing Agents
also would have amended the Rights Agreement to make the Rights redeemable and
to make other changes to facilitate an acquisition of the Company.

In response to AlliedSignal's Initial Amended Offer and Shareholder Rights
Proposal, on September 17, 1998, the Company Board approved Amendment No. 4 to
the Rights Agreement which amended the definition of the term 'Acquiring Person'
to reduce from 20% to 10% the Share ownership threshold at which a person who
has made an unsolicited acquisition proposal may become an Acquiring Person and
thereby trigger a number of the provisions of the Rights Agreement. Amendment
No. 4 also contained a provision (the 'Shareholder Rights Proposal Nullification
Provision') that provides that the Rights Agreement will not be amendable, the
Rights will not be redeemable and the Company Board will not be entitled to
exercise certain discretionary authority otherwise available or take certain
other actions, following adoption of a By-law intended to limit the authority of
the Company Board and/or confer authority on any person other than the Company
Board to take action with respect to the Rights Agreement and the Rights issued
thereunder. The Shareholder Rights Proposal, if approved by the Company's
shareholders, would constitute the adoption of such a By-law.

The AlliedSignal Action sought declaratory and injunctive relief from the
Shareholder Rights Proposal Nullification Provision. The District Court has
denied this relief, stating that the Shareholder Rights Proposal is 'unlawful.'
AlliedSignal appealed the District Court Order regarding the Shareholder Rights
Proposal, but this appeal was subsequently remanded to the District Court in
connection with the remand of the District Court's injunction of the Nominee
Election Proposals. See 'LITIGATION.' Accordingly, AlliedSignal does not
presently intend to solicit consents with respect to the Shareholder Rights
Proposal.

Company Self-Tender Offer. On October 9, 1998 the Company commenced a
self-tender offer to repurchase up to 30 million Shares at a price of $55.00 per
Share in cash subject to certain conditions, including receipt of the necessary
financing. In this connection, the Company has stated that it has received
financing commitments for $2.6 billion from affiliates of Credit Suisse First
Boston, Donaldson, Lufkin & Jenrette Securities Corporation and The Chase
Manhattan Bank for Share repurchases, potential refinancing of existing
indebtedness, and working capital needs. This financing is subject to certain
conditions, including finalization of certain financial terms and other
provisions, and that the Company shall not have had a change in the Company
Board resulting in less than a majority being disinterested directors.

<PAGE>

AlliedSignal hopes that the Nominees, if elected prior to consummation of
the Company's self-tender offer, acting in accordance with their fiduciary
duties owed solely to the Company, and to the extent not constrained by
conflicts of interest, will encourage the Company to review the advisability of
continuing or terminating the self-tender offer based on then existing facts and
circumstances and whether any condition of the self-tender offer has not been
fulfilled, including the financing condition.

The Company also announced on September 28, 1998 that it is creating a new
'flexitrust' funded with 25 million Shares which is intended to be used to fund,
among other things, cash benefit and compensation requirements of the Company of
approximately $1 billion over the next ten years.

Voting and tendering of Shares held by the 'flexitrust' will generally be
proportionate to the voting and tendering of Shares held by all other Company
shareholders, except that the Company has announced that the 'flexitrust' will
not tender any Shares pursuant to the Company's self-tender offer.

THIS CONSENT STATEMENT IS NOT A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. THE SECOND OFFER WILL BE MADE ONLY BY MEANS OF A
SECOND OFFER TO PURCHASE.

THE NOMINEE ELECTION PROPOSALS

AlliedSignal and PMA are currently seeking written consents from holders of
shares of Company Common Stock to elect the Nominees and adopt the other Nominee
Election Proposals and to take the following actions without a shareholders
meeting, as permitted by the Company's Articles of Incorporation and the PBCL.

The effectiveness of each of the Nominee Election Proposals is subject to,
and conditioned upon, the adoption of each of the other Nominee Election
Proposals by the holders of record, as of the close of business on the Record
Date, of a majority of the outstanding shares of Company Common Stock entitled
to vote. However, if Nominee Election Proposal 5 is not so adopted, AlliedSignal
reserves the right to waive this condition, but only with respect to Nominee
Election Proposal 5.

If the Nominees are elected pursuant to the Nominee Election Proposals and
the Nonredemption Provision is not judicially invalidated on appeal (see
'BACKGROUND OF THE SOLICITATION' and 'LITIGATION'), the Poison Pill would not be
subject to redemption or amendment until its expiration on November 6, 1999. In
that event, AlliedSignal could not consummate the Second Offer or a Proposed
Merger until the Poison Pill expires, nor could any third party effect a
combination with the Company during this period no matter what the price or the
terms.

1. By-law Amendment Fixing Number of Directors at Twenty-Eight. This
Proposal would amend Section 2.2 of Article II of the Company By-laws to fix the
number of directors of the Company at twenty-eight and to provide that Section
2.2 may be amended or repealed only with the approval of holders of a majority
of the Company's outstanding voting shares. The text of this proposed amendment
to the Company By-laws, which should be carefully reviewed, is set forth in
Annex IV to this Consent Statement.

The Company By-laws currently provide that the Company Board is to consist
of at least three directors, with the actual number of directors to be
determined from time to time by the Company Board. The proposed By-law amendment
would increase the size of the Company Board from eleven to twenty-eight so
that, if the Proposal to elect the seventeen Nominees is approved, the Nominees
will constitute a majority of the members of the Company Board. To ensure that
this proposed amendment, if adopted, cannot be unilaterally repealed by the
Company Board, the proposed amendment provides that it may be amended or
repealed only by a vote of shareholders of the Company holding a majority of the
outstanding voting shares of the Company.

2. By-law Amendment Permitting Shareholders to Fill Vacancies on the
Company Board. This Proposal would amend Section 2.4 of Article II of the
Company By-laws to provide that vacancies on the Company Board created as a
result of a shareholder amendment to the Company By-laws may be filled only with
the approval of shareholders of the Company holding a majority of the Company's
outstanding voting shares and that this amendment to Section 2.4 may be further
amended or repealed only with the approval of shareholders of the Company
holding a majority of the Company's

<PAGE>

<PAGE>
outstanding voting shares. The text of this proposed amendment to the Company
By-laws, which should be carefully reviewed, is set forth in Annex IV to this
Consent Statement.

The Company By-laws currently provide that vacancies on the Company Board,
however caused, including vacancies resulting from an increase in the number of
directors, may be filled by the Company Board. No provision is currently made
for the filling of vacancies by shareholders. The proposed By-law amendment
would grant to shareholders the exclusive right to elect the Nominees to fill
the vacancies on the Company Board resulting from the increase in the size of
the Company Board from eleven to twenty-eight members. To ensure that this
proposed amendment, if adopted, cannot be repealed unilaterally by the Company
Board, the proposed amendment provides that it may be amended or repealed only
by a vote of shareholders of the Company holding a majority of the outstanding
voting shares of the Company.

3. By-law Amendment to Clarify Inapplicability of Advance Notification
Provisions to Shareholder Action by Consent. This Proposal would amend Section
1.7.2 of Article I of the Company By-laws to clarify that a shareholder seeking
to nominate persons for election to the Company Board by shareholder action by
written consent need not comply with the Advance Notification Provisions and to
provide that this amendment to Section 1.7.2 may be further amended or repealed
only with the approval of shareholders of the Company holding a majority of the
Company's outstanding voting shares. The text of this proposed amendment to the
Company By-laws, which should be carefully reviewed, is set forth in Annex IV to
this Consent Statement.

Article IX of the Company's Articles of Incorporation provides that any
action that may be taken at a meeting of the shareholders of the Company may be
taken without a meeting if proper consent is made to the action. Section 1.5.3
of Article I of the Company By-laws currently provides that: 'Only persons who
are nominated in accordance with the following procedures shall be eligible for
election by the shareholders as directors.' The procedures set forth in Section
1.5.3 of Article I appear to apply only to nominations for election to the
Company Board at meetings of shareholders. These procedures require, in general,
that nominations of candidates for consideration by shareholders be submitted to
the Secretary of the Company (i) with respect to an annual meeting, at least 45
days in advance of the date in the then-current year that corresponds to the
date on which the Company first mailed its notice of annual meeting, proxy
statement and proxy card for the prior year's annual meeting and (ii) with
respect to a special meeting, by the close of business on the 10th day following
the day on which notice of the date of the meeting was mailed to shareholders or
public disclosure was made. The proposed amendment to Section 1.7.2 of Article I
of the Company By-laws would clarify that the requirements of Section 1.5.3 of
Article I of the Company By-laws are inapplicable to the election of directors
pursuant to action by written consent of shareholders. To ensure that this
proposed amendment, if adopted, cannot be repealed unilaterally by the Company
Board, the proposed amendment provides that it may be amended or repealed only
by a vote of shareholders of the Company holding a majority of the outstanding
shares of the Company.

4. Election of Nominees. This Proposal would elect Hans W. Becherer,
Lawrence A. Bossidy, Ann M. Fudge, Paul X. Kelley, Peter M. Kreindler, Robert P.
Luciano, Robert B. Palmer, Russell E. Palmer, Frederic M. Poses, Donald J.
Redlinger, Ivan G. Seidenberg, Andrew C. Sigler, John R. Stafford, Thomas P.
Stafford, Richard F. Wallman, Robert C. Winters and Henry T. Yang to serve as
directors of the Company (or, if any Nominee is unable to serve as a director of
the Company due to death, disability or otherwise, any other person designated
as a Nominee by the remaining Nominee or Nominees). Each Nominee is currently an
executive officer or director of AlliedSignal.

Shareholders are being asked to elect as directors of the Company each of
the seventeen Nominees named above, each of whom has consented to serve as a
director until the next annual meeting of shareholders or until his or her
successor has been elected and qualified. If elected, the Nominees, along with
the other directors of the Company, would be responsible for managing the
business and affairs of the Company. The Nominees understand that, as directors
of the Company, each of them has an obligation under Pennsylvania law solely to
the Company to discharge his or her duties as a director in good faith, in a
manner he or she reasonably believes to be in the best interests of the Company
and with such care, including reasonable inquiry, skill and diligence, as a
person of ordinary prudence would use under similar circumstances.

<PAGE>

The Nominees, if elected as directors of the Company, will owe a fiduciary
duty solely to the Company under Pennsylvania law. Each Nominee has undertaken
personally (in writing) to be bound by and discharge his or her duty of
undivided loyalty to the Company and has agreed to perform his or her duties in
good faith, in a manner that he or she reasonably believes to be in the best
interests of the Company. Moreover, AlliedSignal has authorized and requested
the Nominees to participate in this consent solicitation. Each nominee has
acknowledged that, while the AlliedSignal board of directors has approved this
consent solicitation, this action does not diminish the duty of loyalty each
Nominee owes to AlliedSignal and that AlliedSignal has not waived any Nominee's
duty of loyalty to AlliedSignal. In addition, each Nominee has acknowledged that
he or she may have to consult independent counsel, from Delaware in the case of
AlliedSignal, and from Pennsylvania in the case of the Company, to advise with
respect to fulfilling his or her obligations to each corporation, where there
are conflicts of interest and that any issue that relates to the sale,
acquisition, merger, or other business combination of the Company, including its
Poison Pill and any other defensive measures, or processes or procedures for any
acquisition, will present conflict of interest issues for which he or she must
seek legal or other appropriate advice. Each Nominee has also acknowledged that,
depending on the facts and circumstances existing at the time, it may be
necessary for some or all of the Nominees to recuse themselves from acting
either on the AlliedSignal board of directors or the Company Board or to resign
as an officer of AlliedSignal or from one board or the other, or both. Each
Nominee has furnished a letter to this effect in the form of Annex V to this
Consent Statement.

As noted above under 'RISK FACTORS,' circumstances may arise in which the
interests of AlliedSignal, PMA and their affiliates, on the one hand, and the
interests of the Company, on the other hand, may differ. These circumstances
will include the Proposed Merger and any proposal a third party might make to
acquire or combine with the Company. In addition, if the Poison Pill becomes
nonredeemable and non-amendable (as may happen under a variety of
circumstances), the Nominees, if elected, would constitute a majority of the
Company Board at least until the next annual meeting of shareholders of the
Company and longer if re-elected. During some or all of this time, AlliedSignal
may continue to pursue its acquisition of the Company, in which case
AlliedSignal's interests in the conduct of the Company's business and operations
may be perceived to differ from those of the Company. In all of these
circumstances, while the Nominees currently do not have plans with respect to
actions they would take, they intend to discharge their fiduciary duties solely
to the Company under Pennsylvania law with the advice of independent
Pennsylvania counsel, and where appropriate independent consultants and advisors
and will take into account all then prevailing facts and circumstances. In
considering the conflict of interest issues that would confront the Nominees,
AlliedSignal believes a relevant consideration is that, it is likely that, after
the Nominees are seated on the Company Board, a large minority of directors on
the Company Board will not be AlliedSignal nominees, but rather continuing
Company directors who will not have this type of conflict of interest. These
continuing directors will have the opportunity to participate in all Company
Board meetings and to express their views on all 'conflict' (and other) matters.
However, there can be no assurance that some or all of the current directors of
the Company will not resign as directors of the Company if the Nominees are
elected. In addition, on August 21, 1998, the Company Board rejected the Initial
Offer as not being in the best interests of the Company and, on September 17,
1998, after AlliedSignal had amended the Initial Offer to reduce the number of
Shares being sought to 40 million, the Company Board again rejected the
AlliedSignal offer.

The District Court Order enjoined the consent solicitation until this
Consent Statement stated unequivocally that the Nominees have a fiduciary duty
solely to the Company under Pennsylvania law and included a statement from each
Nominee affirmatively committing personally to that duty (the 'Injunction').
AlliedSignal appealed the Injunction. Following a series of hearings to
determine AlliedSignal's compliance with the Injunction, AlliedSignal furnished
to the District Court a letter from each Nominee in the form attached as Annex V
and the District Court ruled that it would be inclined to find that AlliedSignal
had complied with the Injunction. On November 18, 1998 the Court of Appeals
remanded that portion of AlliedSignal's appeal related to the Injunction.

In rendering the District Court Order, the District Court's opinion stated,
in relation to the Nominee Election Proposal, that:

<PAGE>

<PAGE>
67. Neither the AlliedSignal nominees nor the AMP shareholders should
misapprehend the fiduciary standard to which Pennsylvania directors are
held. Indeed, adherence to that duty could delay and not facilitate
consummation of a merger.

68. An injunction requiring AlliedSignal to state accurately the
fiduciary duty in the consent solicitation does no harm to AlliedSignal but
conveys great benefit upon AMP shareholders and the public who may be
required to suffer the consequences of the electing to AMP's board a
majority of interested directors. The foreseeable practical consequence of
electing AlliedSignal's nominees as proposed in its consent solicitation,
is to embroil some court continually in determining whether, in voting on
matters of corporate governance, let alone corporate independence, the
interested AlliedSignal nominees have breached their fiduciary duties, as a
group or individually. Therefore, the burden upon AlliedSignal by reason of
this injunction is far outweighed by the public interest in avoiding
unnecessary costs of litigation.

69. While the AMP shareholders have a right to elect AlliedSignal's
nominees as a majority to AMP's board to attempt to consummate a merger for
the profit objectives of AlliedSignal and AMP shareholders, the public
should be satisfied, before its courts may become the regular final
arbiters of disputes about fiduciary duty, that AMP shareholders have
knowingly chosen that path.

70. Any action by an interested director has to be analyzed in light
of the fiduciary duty standard set forth in Section 1712 and, keeping in
mind that, on a claim of breach of fiduciary duty, there is no presumption
that the action is in the best interest of the target corporation.

71. There is no presumption that the action of an interested director
is in the best interest of the corporation and such conduct is judged by a
preponderance standard, and not a clear and convincing evidence standard.

72. If elected, interested directors stand in a fiduciary relation to
the target corporation, owing undivided loyalty thereto, and must perform
their duties in good faith, in a manner reasonably believed to be in the
best interests of the corporation. 15 Pa. Cons. Stat. Ann. 'SS' 1712(a).
Thus, if AlliedSignal's nominees were elected to the AMP board, their
fiduciary duty would have to be to AMP, not to shareholders, and not to
AlliedSignal.

73. AlliedSignal is a Delaware corporation subject to Delaware
corporate law. Under Delaware law, officers and directors of AlliedSignal
owe a fiduciary duty to AlliedSignal and its shareholders to act in their
best interest. If AlliedSignal's directors and officers are elected to
AMP's board of directors, they will have an inherent conflict that will
necessarily put them at risk of violating Pennsylvania's fiduciary duty
standard. AlliedSignal has not suggested how their interested nominees may
discharge their duty of exclusive loyalty to AMP.

74. The court cannot speculate that interested directors will not
respect their fiduciary duty. However, it is imperative that the nominees
state that each is committed to discharging that duty, which is solely to
AMP. This is particularly acute where the nominees have fiduciary duties to
AlliedSignal's board's merger directives that may be completely
antithetical to the interests of AMP.

75. The reality not clearly spelled out in AlliedSignal's consent
solicitation is that, because of the nominees' fiduciary duties to
AlliedSignal, they may be disqualified as AMP directors by self-restraint
or by judicial restraint, from voting on or implementing acquisition
related transactions.

76. This lack of specificity alone would not invalidate the consent
solicitation. Common sense should inform shareholders that an invitation of
an interested board majority to a target corporation is an invitation to
protracted litigation on each and every action that relates to acquisition
or AMP corporate independence.

77. Unless a majority of the disinterested minority assents to the
action of the interested majority on all matters having to do with
corporate independence, the fiduciary duty of AMP directors to the
corporation may well compel legal challenge to the actions of the
interested majority, especially where AMP has determined that Allied's
merger proposal is not in the best interests of the corporation.

<PAGE>

78. While the shareholders have the right to elect interested
directors by majority vote, they cannot ratify director actions which are
breaches of fiduciary duty, in the absence of unanimous shareholder
agreement.

79. Contrary to AlliedSignal's suggestion in its proposed consent
solicitation, Title 15 Pa. Cons. Stat. Ann. 'SS' 1728(a) which permits
shareholders to approve contracts or transactions between corporations that
have some common directors or officers if the shareholders are aware of all
material facts, would not operate to excuse conflicts of interest that are
breaches of fiduciary duty. Under Section 2538, interested directors are
prohibited from voting on merger transactions. Any pre-merger actions by
interested directors would not qualify as transactions between
corporations.

80. Actions of interested directors that are breaches of fiduciary
duty are subject to injunctive relief claims by other directors and
shareholder derivative actions.

81. Accordingly, AMP's claim for declaratory relief that
AlliedSignal's consent solicitation to elect their slate of interested
nominees as AMP's board majority is invalid and should be presently
enjoined because of inherent, irreconcilable conflicts of interest is
denied, in part. The claim is premature, as the nominees have not been
elected. However, the consent solicitation shall be enjoined until the duty
of directors is stated as being solely to the corporation and each nominee
undertakes to be bound personally by that duty, if elected.

Although AlliedSignal and PMA have no reason to believe that any of the
Nominees may be unable or unwilling to serve as directors, if any of the
Nominees is unable to serve as a director of the Company due to death,
disability or otherwise, the remaining Nominee or Nominees may designate another
person or persons to replace the Nominee or Nominees unable to serve. As noted
above, depending on facts and circumstances existing at the time, it may be
necessary for some or all of the Nominees to recuse themselves from acting
either on the AlliedSignal board of directors or the Company Board or to resign
as an officer of AlliedSignal or from one board or the other, or both.

Set forth below are the name, age, business address, present principal
occupation and employment history of each of the Nominees for at least the past
five years. This information has been furnished to AlliedSignal by the
respective Nominees. Each of the Nominees has consented to serve as a director
of the Company. Each of the Nominees is at least 18 years of age. None of the
entities referenced below is a parent or subsidiary of the Company.

<TABLE>
<CAPTION>
NAME, AGE AND
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR EMPLOYMENT HISTORY
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Hans W. Becherer, 63 Mr. Becherer is Chairman and Chief Executive Officer of Deere & Company, a
Deere & Company manufacturer of mobile power machinery and a supplier of financial
One John Deere Place services. After serving in a variety of managerial and executive positions,
Moline, IL 61265-8098 he became a director of Deere in 1986 and was elected President and Chief
Operating Officer in 1987, President and Chief Executive Officer in 1989
and Chairman and Chief Executive Officer in 1990. He is a director of
AlliedSignal, The Chase Manhattan Corporation and Schering-Plough Corpora-
tion.

Lawrence A. Bossidy, 63 Mr. Bossidy has been Chief Executive Officer of AlliedSignal since July
AlliedSignal Inc. 1991 and Chairman of the Board of Directors of AlliedSignal since January
101 Columbia Road 1992. He previously served in a number of executive and financial positions
Morristown, NJ 07962 with General Electric Company. Mr. Bossidy was Chief Operating Officer of
General Electric Credit Corporation (now General Electric Capital
Corporation) from 1979 to 1981, Executive Vice President and Sector
Executive of GE's Services and Materials Sector from 1981 to 1984, and Vice
Chairman and Executive Officer of GE from 1984 until he joined
AlliedSignal. He is a director of Champion International Corporation, J. P.
Morgan & Co. Incorporated and Merck & Co., Inc. Mr. Bossidy is also a
director of PMA.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME, AGE AND
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR EMPLOYMENT HISTORY
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Ann M. Fudge, 47 Ms. Fudge, Executive Vice President of Kraft Foods, Inc., joined General
Maxwell House and Foods USA in 1986 and held several planning and marketing positions before
Post Division being appointed Executive Vice President and General Manager of the Dinners
Kraft Foods, Inc. and Enhancers Division in 1991. In 1994, she was named President of Kraft
555 South Broadway General Foods' Maxwell House Coffee Company. In 1995, Ms. Fudge assumed her
Mail Code TA1-2 current position while continuing to head the Maxwell House Coffee Division
Tarrytown, NY 10591 as General Manager. She became President of Kraft's Maxwell House and Post
Division in 1997. Kraft is the multinational food business of Philip Morris
Companies Inc. Ms. Fudge is a director of AlliedSignal and Liz Claiborne,
Inc.

Paul X. Kelley, 70 General Kelley is a Partner of J.F. Lehman & Company, an investment firm.
700 13th Street, N.W. He previously was Vice Chairman of Cassidy & Associates, Inc., a
Suite 400 Washington-based government relations firm, from 1989 until early 1998, and
Washington, DC he served as Commandant of the Marine Corps and as a Member of the Joint
20005-5917 Chiefs of Staff from 1983 until his retirement in 1987. General Kelley is a
director of AlliedSignal, GenCorp Inc., Saul Centers, Inc., Sturm, Ruger &
Company, Inc., UST Inc. and The Wackenhut Corporation.

Peter M. Kreindler, 53 Mr. Kreindler has been Senior Vice President, General Counsel and Secretary
AlliedSignal Inc. of AlliedSignal since December 1994. He was Senior Vice President and
101 Columbia Road General Counsel of AlliedSignal from March 1992 to November 1994. Mr.
Morristown, NJ 07962 Kreindler is also a director and Vice President and Secretary of PMA.

Robert P. Luciano, 65 Mr. Luciano is the retired Chairman and Chief Executive Officer of
Schering-Plough Corporation Schering-Plough Corporation, a manufacturer and marketer of pharmaceuticals
One Giralda Farms and consumer products, which he joined in 1978. He served as President from
Madison, NJ 07940 1980 to 1986, Chief Executive Officer from 1982 through 1995 and Chairman
of the Board from 1984 until his retirement on November 1, 1998. He is a
director of AlliedSignal, C.R. Bard, Inc., Merrill Lynch & Co. and
Schering-Plough Corporation.

Robert B. Palmer, 58 Mr. Palmer is the former Chairman, President and Chief Executive Officer of
124 Mount Auburn Street Digital Equipment Corporation, a provider of networked computer systems,
Suite 200 North software and services. He had advanced through a series of executive
Cambridge, MA 02138 positions after joining Digital in 1985, becoming President and Chief
Executive Officer in 1992 and Chairman of the Board in 1995. He is a
director of AlliedSignal.

Russell E. Palmer, 64 Mr. Palmer is Chairman and Chief Executive Officer of The Palmer Group, a
The Palmer Group private investment firm he established in 1990 after serving seven years as
3600 Market Street, Suite 530 Dean of The Wharton School of the University of Pennsylvania. He previously
Philadelphia, PA 19104 served as Managing Director and Chief Executive Officer of Touche Ross
International and Managing Partner and Chief Executive Officer of Touche
Ross & Co. (USA) (now Deloitte and Touche). He is a director of
AlliedSignal, Bankers Trust Company, Bankers Trust New York Corporation,
Federal Home Loan Mortgage Corporation, GTE Corporation, The May Department
Stores Company and Safeguard Scientifics, Inc.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME, AGE AND
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR EMPLOYMENT HISTORY
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Frederic M. Poses, 55 Mr. Poses began his career with AlliedSignal in 1969 and advanced through a
AlliedSignal Inc. number of managerial and executive positions until he was named President
101 Columbia Road of the Plastics and Engineered Materials Division in 1983, President of the
Morristown, NJ 07962 Fibers Division in 1986, and President of AlliedSignal Engineered Materials
in 1988, when he was also elected Executive Vice President of AlliedSignal.
In 1997, he was named Vice Chairman and elected to the Board of Directors
of AlliedSignal. In June 1998, he became President and Chief Operating
Officer. He is also a director and President of PMA.

Donald J. Redlinger, 53 Mr. Redlinger has been Senior Vice President -- Human Resources and
AlliedSignal Inc. Communications of AlliedSignal since February 1995. He was Senior Vice
101 Columbia Road President -- Human Resources of AlliedSignal from January 1991 to January
Morristown, NJ 07962 1995.

Ivan G. Seidenberg, 51 Mr. Seidenberg is Vice Chairman, President and Chief Executive Officer of
Bell Atlantic Corporation Bell Atlantic Corporation, a telecommunications and information services
1095 Avenue of the Americas, provider. He had previously held several senior management positions with
39th Floor NYNEX Corporation, which he joined in 1983, before becoming a director and
New York, NY 10036 Vice Chairman of the Board in 1991, President and Chief Operating Officer
in 1994, and Chairman and Chief Executive Officer in 1995. He became Vice
Chairman, President and Chief Operating Officer of Bell Atlantic
Corporation in 1997 and assumed his current position in 1998. He is a
director of AlliedSignal, American Home Products Corporation, Boston
Properties, Inc., CVS Corporation and Viacom Inc.

Andrew C. Sigler, 67 Mr. Sigler retired as Chairman and Chief Executive Officer of Champion
Champion International International Corporation, a paper and forest products company, in 1996. He
Corporation was elected President and Chief Executive Officer of Champion in 1974 and
One Champion Plaza Chairman and Chief Executive Officer in 1979. He is a director of
Stamford, CT 06921 AlliedSignal, The Chase Manhattan Corporation and General Electric Company.

John R. Stafford, 61 Mr. Stafford is Chairman, President and Chief Executive Officer of American
American Home Products Home Products Corporation, a manufacturer of pharmaceutical, health care,
Corporation animal health and agricultural products. After joining that company in
Five Giralda Farms 1970, he held a number of executive positions before becoming President in
Madison, NJ 1981, an office he held until 1990 and which he resumed in early 1994. He
07940-0874 was elected Chairman of the Board and Chief Executive Officer in 1986. He
is a director of AlliedSignal, Bell Atlantic Corporation, The Chase
Manhattan Corporation and Deere & Company.

Thomas P. Stafford, 68 Lt. Gen. Stafford joined the consulting firm of General Technical Services,
1006 Cameron Street Inc. in 1984. He is also Vice Chairman and co-founder of Stafford, Burke
Alexandria, VA 22314 and Hecker, Inc., a Washington-based consulting firm. After serving as an
astronaut for a number of years, he retired in 1979 from the Air Force as
Deputy Chief of Staff for Research, Development and Acquisition and served
as Vice Chairman of Gibraltar Exploration Limited until 1984. Lt. Gen.
Stafford is also Chairman of the Board of Omega Watch Corporation of
America and is a director of AlliedSignal, CMI Corporation, Cycomm
International Inc., Seagate Technology Inc., Timet Inc., Tracor, Inc. and
Tremont Corporation.
</TABLE>

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR EMPLOYMENT HISTORY
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Richard F. Wallman, 47 Mr. Wallman has been Senior Vice President and Chief Financial Officer of
AlliedSignal Inc. AlliedSignal since March 1995. He was Vice President and Controller of
101 Columbia Road International Business Machines Corp. (IBM), a manufacturer of
Morristown, NJ 07962 information-handling systems, from April 1994 to February 1995 and General
Assistant Controller of IBM from October 1993 to March 1994. He was
Assistant Controller -- Sales & Marketing of Chrysler Corporation from
April 1989 to September 1993.

Robert C. Winters, 66 Mr. Winters retired as Chairman and Chief Executive Officer and became
The Prudential Insurance Chairman Emeritus of The Prudential Insurance Company of America, a
Company provider of insurance and financial services, in December 1994. During his
751 Broad Street career with Prudential, which he joined in 1953, he held various managerial
11th Floor positions prior to his election as Executive Vice President in 1978, Vice
Newark, NJ 07102-3777 Chairman in 1984 and Chairman and Chief Executive Officer in 1987. He is a
director of AlliedSignal.

Henry T. Yang, 57 Dr. Yang became Chancellor of the University of California, Santa Barbara
University of California, in 1994. Prior to his current position, he served in a number of faculty
Santa Barbara and administrative positions at Purdue University, starting in 1969. He
5221 Cheadle Hall became Head of Purdue's School of Aeronautics and Astronautics in 1979 and
Santa Barbara, CA 93106-2030 served as Dean of the School of Engineering and Director of the Computer
Integrated Design, Manufacturing and Automation Center from 1984 until he
joined the University of California. He is a director of AlliedSignal.
</TABLE>

Annex III sets forth certain information relating to the Nominees'
ownership of shares of Company Common Stock and with respect to transactions
between any of them and the Company.

It is contemplated that each Nominee will be reimbursed for his or her
reasonable out-of-pocket expenses incurred in the performance of his or her
service as a Nominee. Under AlliedSignal's Certificate of Incorporation,
AlliedSignal is obligated to indemnify and hold harmless against all expenses,
liabilities and losses each person who is made a party to any action or
proceeding by reason of the fact that he or she is a director, officer or
employee of AlliedSignal or is serving at the request of AlliedSignal as a
director, officer or employee of another company, to the fullest extent
permitted by Delaware law.

In accordance with applicable regulations of the Commission, the BLUE
consent card delivered with this Consent Statement provides each shareholder of
the Company with the opportunity to designate the names of any of the Nominees
whom he or she does not desire to elect to the Company Board. ALLIEDSIGNAL AND
PMA URGE SHAREHOLDERS TO VOTE FOR ALL OF THE NOMINEES ON THE BLUE CONSENT CARD
DELIVERED WITH THIS CONSENT STATEMENT.

5. Repeal of By-laws Adopted Subsequent to July 22, 1998 and Prior to the
Effectiveness of the Proposals and the Seating of the Nominees. This Proposal
would repeal each provision of and amendment to the Company By-laws adopted
subsequent to July 22, 1998 and prior to the effectiveness of the Nominee
Election Proposals and the seating of a sufficient number of Nominees so that
the Nominees constitute a majority of the Company Board.

This Proposal is designed to prevent the Company Board from taking actions
to amend the Company By-laws to attempt to nullify or delay the actions taken by
the shareholders pursuant to the Nominee Election Proposals. According to
publicly available information, the most recent version of the Company By-laws
were adopted on July 22, 1998, and no amendments subsequent to that date have
been publicly disclosed. If the Company Board has adopted since July 22, 1998,
or adopts prior to the adoption of the Nominee Election Proposals and the
seating of a sufficient number of Nominees so that

<PAGE>

<PAGE>
Nominees constitute a majority of the Company Board any amendments to the
Company By-laws, this Proposal would repeal those amendments.

AlliedSignal and PMA have been advised by Dechert Price & Rhoads,
Pennsylvania counsel to AlliedSignal and PMA, that, in their view, although
there are no cases on point, this By-law amendment, if approved, will be valid
under Pennsylvania law. However, should this By-law amendment be invalidated,
any amendment to the Company By-laws duly adopted prior to the seating of the
Nominees would be effective until further amended or repealed by a valid By-law
amendment. Should the Company Board adopt any material amendment(s) to the
Company By-laws which are relevant to the Nominee Election Proposals, the Second
Offer or the Proposed Merger prior to the effectiveness of this proposed By-law
amendment, AlliedSignal and PMA may be required to disseminate additional
materials relating to such amendment(s) to Company shareholders as soon as
practicable following AlliedSignal's and PMA's learning of such By-law
amendment(s).

The effectiveness of each of the Nominee Election Proposals is subject to,
and conditioned upon, the adoption of each of the other Nominee Election
Proposals by the holders of record, as of the close of business on the Record
Date, of a majority of the shares of Company Common Stock then outstanding.
However, if Nominee Election Proposal 5 is not so adopted, AlliedSignal reserves
the right to waive this condition, but only with respect to Nominee Election
Proposal 5.

VOTING SECURITIES AND PRINCIPAL HOLDERS

According to the Company's Articles of Incorporation, the shares of Company
Common Stock constitute the only class of outstanding voting securities of the
Company. Accordingly, only holders of Company Common Stock are entitled to
execute consents. The Company stated in the Company 13E-4 that, as of October 7,
1998, there were 218,775,377 shares of Company Common Stock outstanding. Each
share of Company Common Stock entitles its record holder to one vote.
Shareholders of the Company do not have cumulative voting rights.

As reported by the Company in the Company 13E-4, as of October 7, 1998, no
person was known to management to own beneficially more than 5% of the
outstanding Shares. However, according to the Company 13E-4, it is expected that
Wachovia Bank, N.A., the intended trustee under the 'flexitrust,' may be deemed
to be the beneficial owner of 25,000,000 Shares to be held in trust, which
constitutes 10.3% of the outstanding Shares after giving effect to the issuance
of the 25,000,000 Shares to be issued to the 'flexitrust.' In addition, as a
result of the Initial Offer, AlliedSignal has become the beneficial owner of
approximately 9.1% of the outstanding Shares. However, as noted under
'BACKGROUND OF THE SOLICITATION', the District Court issued an order determining
that the 20,000,100 Shares beneficially owned by AlliedSignal are 'control
shares' within the meaning of the Control Share Acquisition Statute and
enjoining AlliedSignal from voting those Shares unless and until voting rights
are restored under Section 2564 of the Control Share Acquisition Statute.
Accordingly, AlliedSignal will not be able to vote its Shares in connection with
this consent solicitation.

For information relating to the ownership of Company Common Stock by
directors and executive officers of the Company, see Annex I.

CERTAIN INFORMATION CONCERNING ALLIEDSIGNAL AND PMA

AlliedSignal is a Delaware corporation with its principal executive offices
located at 101 Columbia Road, Morristown, NJ 07962. AlliedSignal is an advanced
technology and manufacturing company serving customers worldwide with aerospace
and automotive products, chemicals, fibers, plastics and advanced materials.
AlliedSignal is organized into twelve strategic business units and reports its
results of operations in the following five business segments: Aerospace
Systems, Specialty Chemicals & Electronic Solutions, Turbine Technologies,
Performance Polymers and Transportation Products. AlliedSignal's products are
used by major industries including textiles, construction, plastics,
electronics, automotive, chemicals, housing, telecommunications, utilities,
packaging, agriculture, military and commercial aviation and aerospace and in
the space program.

AlliedSignal is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and, in accordance
therewith, files reports and other documents with the Commission relating to its
business, financial condition and other matters. These reports and other

<PAGE>

<PAGE>
documents should be available for inspection at the public reference facilities
of the Commission at 450 Fifth Street, N.W., Washington, DC 20549, and at the
regional offices of the Commission located at Seven World Trade Center, 13th
Floor, New York, NY 10048 and Citicorp Center, 500 West Madison Street (Suite
1400), Chicago, IL 60661. Copies of AlliedSignal's filings with the Commission
should be obtainable, by mail, upon payment of the Commission's customary
charges, by writing to the Commission's principal office at 450 Fifth Street,
N.W., Washington, DC 20549. The Commission also maintains an Internet web site
at http://www.sec.gov that should contain electronic copies of AlliedSignal's
filings with the Commission. Copies of AlliedSignal's filings with the
Commission should also be available for inspection at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, NY 10005.

PMA is a newly incorporated Delaware corporation organized in connection
with the Initial Offer and has not conducted any activities other than in
connection with the Initial Offer, the Amended Initial Offer and this consent
solicitation. The principal office of PMA is located at 101 Columbia Road,
Morristown, NJ 07962. PMA is a wholly owned subsidiary of AlliedSignal. Other
than the 20 million Shares acquired by PMA in the Amended Initial Offer, it is
expected that PMA will not have any significant assets or liabilities or engage
in activities other than those incident to its formation and capitalization and
the transactions contemplated by the Second Offer and Proposed Merger.

Certain information about the employees and representatives of AlliedSignal
other than Nominees who may also assist Morrow in soliciting consents is set
forth in the attached Annex II. Annex III sets forth certain information
relating to the ownership of Shares by PMA, AlliedSignal, and certain of
AlliedSignal's employees and representatives, and with respect to certain
transactions between any of them and the Company.

SOLICITATION OF CONSENTS

Solicitation of consents may be made by the directors, officers, investor
relations personnel and other employees of AlliedSignal, PMA and their
affiliates and by the Nominees. Consents will be solicited by mail,
advertisement, telephone or telecopier and in person. No such persons will
receive additional compensation for such solicitation.

In addition, AlliedSignal and PMA have retained Morrow & Co., Inc.
('Morrow') to assist in this consent solicitation, for which services Morrow
will be paid a fee of $250,000 and will be reimbursed for its reasonable
out-of-pocket expenses. AlliedSignal has also agreed to indemnify Morrow against
certain liabilities and expenses, including certain liabilities and expenses
under the Federal securities laws. It is anticipated that between 50 and 75
persons will be employed by Morrow to solicit shareholders. Morrow acted as
Information Agent in connection with the Amended Initial Offer and will act as
Information Agent in connection with the proposed Second Offer, for which Morrow
will be paid reasonable and customary compensation in addition to reimbursement
of reasonable out-of-pocket expenses.

AlliedSignal and PMA have retained Georgeson & Company, Inc. ('Georgeson')
to assist with the solicitation of consents, for which services Georgeson will
be paid a fee of up to $50,000 and will be reimbursed for reasonable
out-of-pocket expenses. AlliedSignal has also agreed to indemnify Georgeson
against certain liabilities and expenses arising out of Georgeson's performance
of services. It is anticipated that one Georgeson employee will provide these
services.

Banks, brokers, custodians, nominees and fiduciaries will be requested to
forward solicitation material to beneficial owners of the shares of Company
Common Stock. AlliedSignal will reimburse banks, brokers, custodians, nominees
and fiduciaries for their reasonable expenses for sending solicitation material
to the beneficial owners.

Lazard Freres & Co. LLC ('Lazard') and Goldman, Sachs & Co. ('Goldman
Sachs') acted as Dealer Managers in connection with the Amended Initial Offer
and will act as Dealer Managers in connection with the Second Offer and as
investment bankers for AlliedSignal and PMA in connection with the Amended
Initial Offer and the Second Offer and related transactions. AlliedSignal and
PMA have agreed to pay each of Lazard and Goldman Sachs $12,000,000 in
connection therewith. AlliedSignal and PMA have also agreed to reimburse Lazard
and Goldman Sachs for their reasonable out-of-pocket expenses, including the
reasonable fees and expenses of their counsel, and to indemnify

<PAGE>

<PAGE>
Lazard and Goldman Sachs and certain related persons against certain liabilities
and expenses, including certain liabilities and expenses under the Federal
securities laws.

In connection with the engagement of Lazard and Goldman Sachs as investment
bankers, AlliedSignal and PMA anticipate that three representatives of Lazard
and four representatives of Goldman Sachs may communicate in person, by
telephone or otherwise, with a limited number of institutions, brokers or other
persons who are shareholders of the Company for the purpose of assisting in the
solicitation of consents. Neither Lazard nor Goldman Sachs will receive any
additional fee for or in connection with such solicitation activities by its
representatives apart from the fees it is otherwise entitled to receive as
described above.

Certain information about the employees of AlliedSignal who are not
Nominees and certain representatives of PMA and AlliedSignal who will assist
Morrow in soliciting consents is set forth in Annex II. Annex III sets forth
certain information relating to the ownership of shares of the Company Common
Stock by AlliedSignal and PMA, their directors, executive officers, employees
and representatives, and the Nominees, and with respect to transactions between
any of them and the Company.

The cost of the solicitation of consents to the Nominee Election Proposals
will be borne by AlliedSignal. AlliedSignal will not seek reimbursement of the
costs of this solicitation from the Company. Costs related to the solicitation
of consents to the Nominee Election Proposals include expenditures for
attorneys, accountants, investment bankers, consent solicitors, public relations
advisors, printing, advertising, postage, litigation and related expenses and
filing fees and are expected to aggregate approximately $9 million, of which
approximately $4 million has been spent to date. The portion of such costs
allocable solely to the solicitation of consents to the Nominee Election
Proposals is not readily determinable.

CONSENT PROCEDURE

Section 2524 of the PBCL states that actions may be authorized by
shareholders by less than unanimous written consent if permitted by a
corporation's articles of incorporation. Article IX of the Company's Articles of
Incorporation provides that 'any action that may be taken at a meeting of the
shareholders . . . may be taken without a meeting if proper consent is made to
the action.' It further states that 'any such action may be taken without a
meeting upon the written consent of shareholders that would be necessary to
authorize the action at a meeting at which all shareholders entitled to vote
were present and voting.'

Section 1763 of the PBCL provides that, unless otherwise provided in a
corporation's by-laws, if no record date has been fixed by the board of
directors, the record date for determining shareholders entitled to consent to
corporate action in writing without a meeting shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the corporation. Section 1.7.2 of the Company By-laws provides that
any shareholder seeking to have the shareholders of the Company authorize or
take action by written consent shall, by written notice to the Secretary of the
Company, request that the Company Board fix a record date. The Company Board is
required to promptly, but in all events within 10 days of the date on which the
request is received, adopt a resolution fixing the record date. If the Company
Board does not fix a record date within 10 days after the receipt of the
request, the record date for the solicitation will be the date on which the
first signed consent is delivered to the Company. On August 11, AlliedSignal and
PMA requested that the Company Board fix August 31, 1998 as the record date for
the consent solicitation made hereby. On August 21, 1998, the Company Board
fixed October 15, 1998 as the Record Date.

EFFECTIVENESS AND REVOCATION OF CONSENTS

The corporate actions proposed herein will be adopted when properly
completed, unrevoked consents consenting to the Nominee Election Proposals are
signed by the holders of record as of the close of business on the Record Date
of a majority of the outstanding shares of Company Common Stock entitled to vote
as of the Record Date, and such consents are delivered to the Company, provided
that the requisite consents are so delivered within 90 days of the Record Date.

<PAGE>

The effectiveness of each Nominee Election Proposal is subject to, and
conditional upon, the adoption of all other Nominee Election Proposals by the
holders of record, as of the close of business on the Record Date, of a majority
of the outstanding shares of Company Common Stock entitled to vote as of the
Record Date. However, if Nominee Election Proposal 5 is not adopted,
AlliedSignal reserves the right to waive this condition, but only with respect
to Nominee Election Proposal 5.

Under Section 1.7.3 of the Company By-laws, the Secretary of the Company is
required to designate an independent qualified inspector in connection with this
consent solicitation. The inspector is required, as soon as practicable after
receipt of written consents for adoption of the Nominee Election Proposals, to
conduct such reasonable investigations as the inspector deems necessary or
appropriate for the purpose of ascertaining the validity of the consents,
including determining whether the holders of shares of Company Common Stock
having the requisite voting power to authorize the Nominee Election Proposals
have given consent. If, after this investigation, the inspector determines that
actions proposed by this consent solicitation have been validly taken, that fact
is to be certified on the Company's records. AlliedSignal and PMA plan to
present the results of a successful solicitation with respect to the corporate
actions proposed to the Company as soon as possible.

An executed consent card may be revoked by signing, dating and delivering a
written revocation at any time prior to the date that the Company has received
the required number of properly completed, unrevoked consents to authorize the
proposed actions. The delivery of a subsequently dated consent card that is
properly completed and signed will constitute a revocation of any earlier
consent card delivered by such holder. The revocation may be delivered either to
AlliedSignal and PMA in care of Morrow & Co., Inc., 445 Park Avenue, 5th Floor,
New York, NY 10022, or to the Company at 470 Friendship Road, Harrisburg, PA
17111 or any other address provided by the Company. Although a revocation is
effective if delivered to the Company, AlliedSignal and PMA request that either
the original or photostatic copies of all revocations of consents be mailed or
delivered to AlliedSignal and PMA in care of Morrow at the address set forth
above, so that AlliedSignal and PMA will be aware of all revocations and can
more accurately determine if and when unrevoked consents to the actions
described in this Consent Statement have been received from the holders of
record on the Record Date of a majority of outstanding shares of Company Common
Stock.

SPECIAL INSTRUCTIONS

If you were a record holder of shares of Company Common Stock as of the
close of business on the Record Date, you may elect to consent to, withhold
consent to or abstain with respect to each Nominee Election Proposal by marking
the 'CONSENT,' 'DOES NOT CONSENT' or 'ABSTAIN' box, as applicable, underneath
each such Nominee Election Proposal on the accompanying BLUE consent card and
signing, dating and returning it promptly in the enclosed postage-paid envelope.

If a shareholder signing, dating and returning the BLUE consent card has
failed to check a box marked 'CONSENT,' 'DOES NOT CONSENT' or 'ABSTAIN' for any
Nominee Election Proposal, such shareholder will be deemed to have consented to
that Nominee Election Proposal, except that such shareholder will not be deemed
to have consented to the election of any Nominee from whom consent is withheld
by the shareholder by writing that Nominee's name in the space provided on the
consent card.

Because the Nominee Election Proposals will become effective only if
properly completed, unrevoked consents consenting to the Nominee Election
Proposals are signed and returned by holders of record as of the close of
business on the Record Date of a majority of the total number of outstanding
shares of Company Common Stock entitled to vote as of the Record Date, any
failure to execute and return a consent, and all abstentions and broker
non-votes, will have the same effect as voting against the Nominee Election
Proposals.

ALLIEDSIGNAL AND PMA RECOMMEND THAT YOU CONSENT TO EACH OF THE NOMINEE
ELECTION PROPOSALS.

YOUR CONSENT IS IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED BLUE
CONSENT CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY.
FAILURE TO RETURN YOUR CONSENT CARD WILL HAVE THE SAME EFFECT AS VOTING AGAINST
THE NOMINEE ELECTION PROPOSALS.

<PAGE>

<PAGE>
If your shares of Company Common Stock are held in the name of a brokerage
firm, bank nominee or other institution, only such entity can execute a consent
with respect to your shares of Company Common Stock and only upon receipt of
specific instructions from you. Accordingly, you should contact the person
responsible for your account and give instructions for the BLUE consent card to
be signed representing your shares of Company Common Stock. AlliedSignal and PMA
urge you to confirm in writing your instructions to the person responsible for
your account and provide a copy of those instructions to AlliedSignal and PMA in
care of Morrow at the address set forth above so that AlliedSignal and PMA will
be aware of all instructions given and can attempt to ensure that such
instructions are followed.

DISSENTERS' RIGHTS

Shareholders of the Company are not entitled to dissenters' rights in
connection with the Nominee Election Proposals.

If a Proposed Merger is consummated involving all or part cash
consideration, dissenters' rights would be provided in accordance with Section
1930(a) of the PBCL. In that event, any issued and outstanding shares of Company
Common Stock held by persons who object to the Proposed Merger and comply with
all the provisions of the PBCL concerning the right of holders of shares of
Company Common Stock to dissent from the Proposed Merger and require valuation
of their shares of Company Common Stock will not be converted into the right to
receive the consideration to be paid pursuant to the Proposed Merger but will
become the right to receive payment of the 'fair value' of their shares of
Company Common Stock (exclusive of any element of appreciation or depreciation
in anticipation of the Proposed Merger).

Dissenters' rights cannot be exercised at this time. Shareholders who will
be entitled to dissenters' rights in connection with the Proposed Merger (or
similar business combination) will receive additional information concerning any
available dissenters' rights and the procedures to be followed in connection
therewith before the shareholders have to take any action relating thereto.

EXECUTING A WRITTEN CONSENT IN FAVOR OF THE NOMINEE ELECTION PROPOSALS WILL
NOT PREVENT A SHAREHOLDER FROM DEMANDING APPRAISAL OF HIS OR HER SHARES IN
CONNECTION WITH THE PROPOSED MERGER.

LITIGATION

On August 4, 1998, AlliedSignal commenced the AlliedSignal Action, styled
AlliedSignal Inc. v. AMP Incorporated, C.A. No. 98-CV-4058 (JTG), which has now
been amended as set forth below.

On August 21, 1998, the Company filed a complaint against AlliedSignal and
PMA in the District Court styled AMP Incorporated v. AlliedSignal Corporation
and PMA Acquisition Corporation, C.A. No. 98-CV-4405 (the 'Company Action'),
which has now been amended as set forth below.

On August 24, 1998, the Company filed an Answer to the AlliedSignal
complaint denying AlliedSignal's contentions and asserting as affirmative
defenses that (i) the AlliedSignal complaint fails to state a claim for which
relief may be granted, (ii) AlliedSignal does not have standing to bring the
claims and (iii) the claims are moot because the Rights Agreement has been
amended and the 'Dead Hand Provision' has been removed.

On September 11, 1998, in the Company Action, the Company filed a motion
for Partial Summary Judgment in the Nature of a Declaratory Judgment seeking a
declaration that AlliedSignal's consent solicitation plan is 'unlawful and in
violation of Pennsylvania law and public policy' on the ground that allegedly
AlliedSignal's 'plan to pack AMP's Board [with AlliedSignal's nominees] will
create a pervasive and irreconcilable conflict of interest -- one that is
abhorrent to the law and public policy of the Commonwealth.'

On September 14, 1998 AlliedSignal filed a motion to amend its complaint in
the AlliedSignal Action (the 'Amended Complaint'). The Amended Complaint seeks:
(i) declaratory and injunctive relief declaring the Nonredemption Provision
invalid under Pennsylvania law; or, to the extent that the Nonredemption
Provision and other anti-takeover devices that preclude tender offers and
consent solicitations are permitted under Pennsylvania law, declaring this law
as so applied unconstitutional

<PAGE>

<PAGE>
under the Supremacy and Commerce Clauses of the United States Constitution and
(ii) declaratory and injunctive relief prohibiting any effort by the Company
Board to manipulate or otherwise subvert the process of corporate democracy by
(a) amending the Company By-laws, (b) taking advantage of the delay of the
Record Date until October 15, 1998 to manipulate the corporate machinery or
thwart or interfere with the Amended Initial Offer or this consent solicitation,
or (c) taking any other action to frustrate the Amended Initial Offer or this
consent solicitation.

On September 14, 1998 AlliedSignal also filed a motion for (1) partial
summary judgment on its claim for a declaratory judgment in the Amended
Complaint that the Nonredemption Provision is ultra vires and invalid, or, in
the alternative, a preliminary injunction restraining enforcement of the
Nonredemption Provision; and (2) a preliminary injunction prohibiting the
Company Board from amending the Company By-laws or Rights Agreement or taking
any other action that would, as a practical matter, make the shareholder vote on
this consent solicitation meaningless.

On September 18, 1998, in the Company Action, AlliedSignal filed a
cross-motion for partial summary judgment to dismiss the Company's claim that
AlliedSignal's consent solicitation is unlawful.

On September 22, AlliedSignal filed a Second Amended Complaint in the
AlliedSignal Action in which, in addition to the relief sought in the Amended
Complaint, it is seeking declaratory and injunctive relief with respect to the
Shareholder Rights Proposal Nullification Provision. AlliedSignal also filed a
supplemental motion seeking an order declaring the Shareholder Rights Proposal
Nullification Provision illegal and void under Pennsylvania law.

On September 22, 1998, the Company filed a First Amended Complaint in the
Company Action. That First Amended Complaint alleges: (i) AlliedSignal's filings
with the Commission are false and misleading because (a) they fail to disclose
the manner in which the Nominees would satisfy their duty of undivided loyalty
both to AlliedSignal and the Company, (b) they fail to disclose the manner in
which the Nominees would propose to reconcile the interests of the Company with
those of AlliedSignal, (c) they fail to disclose that AlliedSignal has stated,
that, upon the election of the Nominees, it will discharge all of the Company's
senior executives, and (d) they misrepresent that AlliedSignal will be able to
vote the Shares acquired under the Amended Initial Offer because Chapter 25,
Subchapter G of the PBCL prohibits AlliedSignal from voting such Shares; (ii)
the First and Second Supplements to the Offer to Purchase and AlliedSignal's
Amended Consent Statement are false and misleading because they fail to disclose
that the Shareholder Rights Proposal is contrary to the provisions of the PBCL
granting directors of a Pennsylvania corporation the sole discretion to
determine the terms and conditions of rights plans; (iii) the Initial Offer, as
amended by the First Supplement thereto, is unlawful because it constitutes a
new tender offer and does not comply with federal securities laws requiring
AlliedSignal to return all Shares tendered under the Initial Offer; (iv) by
announcing its intention to commence the Second Offer upon expiration of the
Initial Amended Offer, AlliedSignal was subject to a requirement under Rule
14d-2(b) under the Exchange Act to start the Second Offer within five days or
abandon it, neither of which AlliedSignal has done; (v) because the Amended
Initial Offer is not an amendment of the Initial Offer, but rather a new offer,
AlliedSignal and PMA were required to hold the Initial Amended Offer open for a
minimum period of 20 business days and to return all Shares tendered in the
Initial Offer; (vi) the Initial Amended Offer and the Second Offer are actually
the same offer, and, as a result, the purchase of Shares under the Initial
Amended Offer will be in violation of Rule 10b-13 under the Exchange Act; and
(vii) alternatively, AlliedSignal's offers pursuant to the Initial Offer, the
First Supplement, the Second Supplement and the Second Offer are part of a
single effort by AlliedSignal to acquire control of the Company, which should be
treated as a single integrated offer, so that Rule 14d-10(a)(2) under the
Exchange Act requiring that the Company's shareholders receive the 'highest
consideration paid' would be applicable. In addition, the First Amended
Complaint alleges that (i) the Nominee Election Proposals violate the PBCL
because they would render it impossible for the Company's directors to discharge
their fiduciary obligations to the Company; (ii) the Shareholders Rights
Proposal violates the PBCL because it would divest the Company Board of the
authority under the PBCL to determine the terms and conditions of the Company's
rights plans; and (iii) in Count Four, the Shares which AlliedSignal and PMA
propose to buy are 'control shares' within the meaning of the Control Share
Acquisition Statute because AlliedSignal and PMA have announced their intention
to purchase all of the Company's Shares, and AlliedSignal

<PAGE>

and PMA may not vote the Shares they propose to buy. The First Amended Complaint
seeks: (i) declaratory relief declaring that the Shareholders Rights Proposal
and the Nominee Election Proposals set forth in the consent solicitation are
contrary to Pennsylvania law; (ii) injunctive relief prohibiting AlliedSignal
from (a) soliciting consents, (b) pursuing the Amended Initial Offer unless full
compliance with Federal securities laws, including full and accurate disclosure,
is made, (c) soliciting consents unless full and accurate disclosure is made,
and (d) under Count Four, voting any of the Shares unless all requirements of
the Control Share Acquisition Statute have been satisfied; (iii) compensatory
damages for all injuries suffered by the Company; and (iv) costs and
disbursements, including attorneys' fees.

The Company moved for summary judgment on Count Four of the First Amended
Complaint and for an injunction enjoining defendants from voting any Shares
which they beneficially own unless and until they have their voting rights
restored in accordance with the Control Share Acquisition Statute AlliedSignal
cross-moved to dismiss Count Four. At a hearing on November 4, 1998, the
District Court heard arguments on the motion and the cross-motion. On November
18, 1998, the District Court issued an order determining that the 20,000,100
Shares beneficially owned by AlliedSignal are 'control shares' within the
meaning of the Control Share Acquisition Statute and enjoining AlliedSignal from
voting those Shares unless and until voting rights are restored under Section
2564 of the Control Share Acquisition Statute.

On September 23, 1998 the Company filed a cross-motion for summary judgment
seeking dismissal of AlliedSignal's claims regarding the invalidity of the
Shareholder Rights Proposal Nullification Provision.

On September 25, 1998, AlliedSignal filed a motion to file its Third
Amended Complaint in the AlliedSignal Action in which, in addition to the relief
sought in the Amended Complaint and the Second Amended Complaint, it sought
declaratory and injunctive relief declaring that the record date for this
consent solicitation, including the Shareholder Rights Proposal, is October 15,
1998.

The District Court heard arguments on the Company's and AlliedSignal's
motions on September 28, 1998. The District Court denied AlliedSignal's request
to fix October 15, 1998 as the record date for the Shareholder Rights Proposal.

On October 8, 1998, the District Court issued the District Court Order
denying the relief sought by AlliedSignal with respect to the Nonredemption
Provision and the Shareholder Rights Proposal Nullification Provision and
declaring the Shareholder Rights Proposal unlawful. AlliedSignal is appealing
the portion of the District Court Order relating to the Nonredemption Provision
to the United States Court of Appeals for the Third Circuit and has been granted
expedited review. No assurance can be given that the appeal will be successful.

On October 8, 1998, the District Court also granted, in part, the Company's
motion for summary judgment and issued the Injunction. See 'RISK FACTORS,'
'BACKGROUND OF THE SOLICITATION -- AlliedSignal Nominee Election Proposals' and
'THE NOMINEE ELECTION PROPOSALS -- Election of Nominess.' AlliedSignal appealed
the Injunction.

Following a series of hearings to determine AlliedSignal's compliance with
the Injunction, AlliedSignal furnished to the District Court a letter from each
Nominee in the form attached as Annex V and the District Court ruled that it
would be inclined to find that AlliedSignal had complied with the Injunction. On
November 18, 1998, the Court of Appeals remanded that portion of AlliedSignal's
appeal related to the Injunction.

At a hearing on November 4, 1998, the Company renewed its motion seeking a
declaration that AlliedSignal's consent solicitation is unlawful on the grounds
that, if elected, the Nominees would be subject to an irreconcilable conflict of
interest and requested that the consent solicitation be enjoined. The District
Court denied the Company's motion and its request for injunction.

ALLIEDSIGNAL INC.
PMA ACQUISITION CORPORATION

<PAGE>

If you have any questions or require any assistance in executing or
delivering your consent, please call:

MORROW & CO., INC.

445 Park Avenue
5th Floor
New York, New York 10022
Toll Free (800) 566-9061
Call Collect (212) 754-8000
Banks and Brokerage Firms Please Call:
(800) 662-5200

Dated: November , 1998

<PAGE>

<PAGE>
ANNEX I
SHARE OWNERSHIP OF THE COMPANY'S DIRECTORS AND OFFICERS

The information set forth under the captions 'SECURITY OWNERSHIP OF
DIRECTORS' and 'SECURITY OWNERSHIP OF EXECUTIVE OFFICERS' is excerpted from the
Company 13E-4. Although AlliedSignal does not have any knowledge that would
indicate that any information contained in such excerpt is inaccurate or
incomplete, AlliedSignal does not take any responsibility for the accuracy or
completeness of such information.

SECURITY OWNERSHIP OF DIRECTORS

The following table sets forth, as of October 7, 1998, the number of shares
of Common Stock (other than shares of phantom stock held in the Company's
deferred compensation plans) beneficially owned by each of the Company's
directors.

<TABLE>
<CAPTION>
NAME SHARE OWNERSHIP
- ------------------------------------------------------------------- ---------------
<S> <C>

Ralph D. DeNunzio.................................................. 10,000
Barbara Hackman Franklin........................................... 7,410
Joseph M. Hixon III................................................ 1,651,114(1)
William J. Hudson, Jr.............................................. 409,138(2)(3)
Joseph Magliochetti................................................ 4,000
Harold A. McInnes.................................................. 42,689
Jerome J. Meyer.................................................... 7,300
John C. Morley..................................................... 9,400
Robert Ripp........................................................ 170,645(2)(3)(4)
Paul G. Schloemer.................................................. 10,000(5)
Takeo Shiina....................................................... 8,120
</TABLE>

- ------------

(1) Mr. Hixon holds 15,791 and 120,000 of these shares in two limited
partnerships and shares voting and dispositive powers. In addition to the
beneficial ownership shown in the table, Mr. Hixon has a 2% residual
beneficial interest but no voting or dispositive powers in a trust that
holds 7,392 shares of Common Stock of the Company.

(2) A portion of the shares reported for Messrs. Hudson and Ripp are
Performance Restricted Shares granted under the Company's 1993 Long-Term
Equity Incentive Plan. Further, a portion of the shares reported for
Messrs. Hudson and Ripp are held in the Company's Employee Savings and
Thrift Plan.

(3) Under the Company's former Bonus Plan (Stock Plus Cash), at August 20,
1998, Mr. Hudson also had 6,668 Stock Bonus Units. Under the current 1993
Long-Term Equity Incentive Plan, Mr. Hudson has 419,500 Stock Options,
including 61,800 Stock Options transferred to a family limited partnership
for the benefit of Mr. Hudson's immediate family; Mr. Ripp has 208,400
Stock Options. Vesting of stock options will accelerate upon a change of
control.

(4) In connection with the assumption of his new positions with the Company,
Mr. Ripp was granted (i) options under the 1993 Long-Term Equity Incentive
Plan to purchase 60,000 shares of Common Stock at an exercise price equal
to $44.85 per share, which options will vest 100% after three years, and
(ii) a restricted stock award of 25,000 shares of Common Stock, vesting on
August 1, 2006 (Mr. Ripp's normal retirement date) or at his earlier death,
disability or mutually agreed upon termination of employment. The
restricted stock award made to Mr. Ripp provided that (A) upon the
occurrence of a Change of Control a cash payment would be made for any then
outstanding restricted shares on the date such shares would otherwise have
vested (i.e., on Mr. Ripp's normal retirement date or at his earlier death,
disability or mutually agreed upon termination of employment); provided,
that if this cashout provision would adversely affect the Company's ability
to consummate a transaction which is to be accounted for as a pooling of
interests, the restricted shares would not be cashed out, but rather the
shares would be cancelled and the appropriate number of unrestricted shares
would be delivered on the otherwise applicable vesting date, and

(footnotes continued on next page)

A-I-1

<PAGE>

<PAGE>
(footnotes continued from previous page)
(B) such restricted stock award would be subject to the terms of Mr. Ripp's
Executive Severance Agreement.

(5) Mr. Schloemer holds 1,400 of these shares of Common Stock of the Company in
a family trust of which he is co-trustee with his wife and shares voting
and dispositive powers.

SECURITY OWNERSHIP OF EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
NAME AND ADDRESS OF
BENEFICIAL OWNER SHARE OWNERSHIP
- ------------------------------------------------------------- ---------------
<S> <C>
Richard P. Clark............................................. 34,135
Herbert M. Cole.............................................. 87,893
Thomas J. DiClemente......................................... 32,937
Juergen W. Gromer............................................ 70,454
John E. Gurski............................................... 116,198
David F. Henschel............................................ 5,187
William J. Hudson, Jr........................................ 409,138(1)(2)
John H. Kegel................................................ 36,801
Mark E. Lang................................................. 4,547
Philippe Lemaitre............................................ 16,858
Joseph C. Overbaugh.......................................... 24,046
Nazario Proietto............................................. 42,244
Robert Ripp.................................................. 170,645(1)(2)(3)
William S. Urkiel............................................ 23,465
</TABLE>

- ------------

(1) A portion of the shares reported for Messrs. Hudson and Ripp are Performance
Restricted Shares granted under the Company's 1993 Long-Term Equity
Incentive Plan. Further, a portion of the shares reported for Messrs. Hudson
and Ripp are held in the Company's Employee Savings and Thrift Plan.

(2) Under the Company's former Bonus Plan (Stock Plus Cash), at August 20, 1998,
Mr. Hudson also had 6,668 Stock Bonus Units. Under the current 1993
Long-Term Equity Incentive Plan, Mr. Hudson has 419,500 Stock Options,
including 61,800 Stock Options transferred to a family limited partnership
for the benefit of Mr. Hudson's immediate family; Mr. Ripp has 208,400 Stock
Options. Vesting of stock options will accelerate upon a change of control.

(3) In connection with the assumption of his new positions with the Company, Mr.
Ripp was granted (i) options under the 1993 Long-Term Equity Incentive Plan
to purchase 60,000 shares of Common Stock at an exercise price equal to
$44.85 per share, which options will vest 100% after three years, and (ii) a
restricted stock award of 25,000 shares of Common Stock, vesting on August
1, 2006 (Mr. Ripp's normal retirement date) or at his earlier death,
disability or mutually agreed upon termination of employment. The restricted
stock award made to Mr. Ripp provided that (A) upon the occurrence of a
Change of Control a cash payment would be made for any then outstanding
restricted shares on the date such shares would otherwise have vested (i.e.,
on Mr. Ripp's normal retirement date or at his earlier death, disability or
mutually agreed upon termination of employment); provided, that if this
cashout provision would adversely affect the Company's ability to consummate
a transaction which is to be accounted for as a pooling of interests, the
restricted shares would not be cashed out, but rather the shares would be
cancelled and the appropriate number of unrestricted shares would be
delivered on the otherwise applicable vesting date, and (B) such restricted
stock award would be subject to the terms of Mr. Ripp's Executive Severance
Agreement.

A-I-2

<PAGE>

<PAGE>
ANNEX II
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF ALLIEDSIGNAL AND PMA WHO ARE NOT NOMINEES AND CERTAIN
EMPLOYEES AND OTHER REPRESENTATIVES OF ALLIEDSIGNAL AND PMA

The following table sets forth the name and the present principal
occupation or employment, and the name and principal business address of any
corporation or other organization in which such employment is carried on, of (1)
each employee of AlliedSignal and PMA who is not a Nominee and (2) each
representative of AlliedSignal and PMA who may assist Morrow in soliciting
consents from shareholders of the Company. Information regarding Nominees is set
forth in 'THE NOMINEE ELECTION PROPOSALS' in this Consent Statement. Unless
otherwise indicated, each person listed below is employed by AlliedSignal and
the principal business address of each person listed below is 101 Columbia Road,
P.O. Box 4000, Morristown, NJ 07962-2497.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND PRINCIPAL BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
- ---------------------------------------- ------------------------------------------------------------------------
<S> <C>
Robert J. Buckley Manager, Investor Relations
Terrance L. Carlson Deputy General Counsel -- Corporate and Finance
G. Peter D'Aloia Vice President, Planning and Development
Robert F. Friel Vice President and Treasurer
John W. Gamble, Jr. Assistant Treasurer
James V. Gelly Vice President, Finance, Aerospace Marketing, Sales & Service
1944 East Sky Harbor Circle
Phoenix, AZ 85034
Steven J. Golub Managing Director, Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Mark E. Greenberg Vice President, Communications
Peter Gross Vice President, Goldman, Sachs & Co.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Robert S. Harrison Managing Director, Goldman, Sachs & Co.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Yasushi Hatakeyama Director, Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Peter Labbat Vice President, Goldman, Sachs & Co.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Mark T. McMaster Managing Director, Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Wayne L. Moore Managing Director, Goldman, Sachs & Co.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Mary Elizabeth Pratt Assistant General Counsel -- Corporate and Finance
John L. Stauch Director, Investor Relations
</TABLE>

A-II-1

<PAGE>

<PAGE>
ANNEX III
SHARES HELD BY PMA, ALLIEDSIGNAL, THEIR
DIRECTORS AND EXECUTIVE OFFICERS, CERTAIN EMPLOYEES AND
OTHER REPRESENTATIVES OF PMA AND ALLIEDSIGNAL AND THE NOMINEES
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND THE COMPANY

On July 31, 1998, a subsidiary of AlliedSignal purchased 100 shares of
Company Common Stock for $29.6875 per share. Such shares were subsequently
transferred to AlliedSignal. No part of the purchase price or market value of
any of such shares was represented by funds borrowed or otherwise obtained for
the purpose of acquiring or holding such shares. PMA and AlliedSignal disclaim
beneficial ownership of any shares of Company Common Stock owned by any pension
plan of AlliedSignal or any affiliate of AlliedSignal.

Both Lazard and Goldman Sachs engage in a full range of investment banking,
securities trading, market-making and brokerage services for institutional and
individual clients. In the normal course of business, each of Lazard and Goldman
Sachs may trade securities of the Company for its own account and the accounts
of its customers and, accordingly, may at any time hold a long or short position
in such securities. Lazard has informed AlliedSignal that, as of August 6, 1998,
Lazard held a net long position of approximately 20,861 shares of Company Common
Stock, and Goldman Sachs has informed AlliedSignal that, as of August 7, 1998,
Goldman Sachs held a net long position of 800,000 shares of Company Common
Stock.

Except as disclosed in this Consent Statement, none of AlliedSignal, PMA,
their directors or executive officers, the Nominees or the employees or other
representatives of PMA or AlliedSignal named in Annex II, other than Mark E.
Greenberg who is the beneficial owner of 87 shares of Company Common Stock, owns
any securities of the Company or any parent or subsidiary of the Company,
beneficially or of record; has purchased or sold any such securities within the
past two years; or is or was within the past year a party to any contract,
arrangement or understanding with any person with respect to such securities.
Except as disclosed in this Consent Statement, to the best knowledge of PMA,
AlliedSignal, their directors or executive officers, the Nominees and the
employees and other representatives of PMA or AlliedSignal named in Annex II,
none of their associates beneficially owns, directly or indirectly, any
securities of the Company or any parent or subsidiary of the Company.

Except as disclosed in this Consent Statement, none of PMA, AlliedSignal,
their directors or executive officers, the Nominees, the employees or other
representatives of PMA or AlliedSignal named in Annex II, or, to their best
knowledge, their associates has any arrangement or understanding with any person
(1) with respect to any future employment by the Company or its affiliates or
(2) with respect to future transactions to which the Company or any of its
affiliates will or may be a party, nor any material interest, direct or
indirect, in any transaction that has occurred since January 1, 1997, or any
currently proposed transaction, or series of similar transactions, which the
Company or any of its affiliates was or is to be a party and in which the amount
involved exceeds $60,000. Certain Nominees, directors and executive officers of
AlliedSignal or PMA and/or their respective associates may also be directors or
officers of other companies and organizations that have engaged in transactions
with the Company or its subsidiaries in the ordinary course of business since
January 1, 1997, but AlliedSignal and PMA believe that the interest of such
persons in such transactions is not material.

A-III-1

<PAGE>

<PAGE>
ANNEX IV
FORM OF PROPOSED AMENDMENTS TO THE COMPANY BY-LAWS

1. PROPOSED AMENDMENT TO SECTION 2.2 OF ARTICLE II

Section 2.2 of Article II of the Company By-laws is amended, in its
entirety, to read as follows:

'The number of directors of the Corporation shall be twenty-eight.
This Section 2.2 may be repealed or amended only with the affirmative vote
of holders of a majority of the shares of the Corporation entitled to vote
thereon.'

2. PROPOSED AMENDMENT TO SECTION 2.4 OF ARTICLE II

Section 2.4 of Article II of the Company By-laws is amended by replacing
the first sentence thereof with the following:

'Vacancies in the Board, however caused, may be filled by the
affirmative vote of a majority of the remaining directors even though less
than a quorum of the Board, or by the sole remaining director, provided,
however, that any vacancies in the Board created by an amendment by
shareholders of these By-laws shall be filled only by the affirmative vote
of holders of a majority of the shares of the Corporation entitled to vote
thereon. The preceding sentence may be repealed or amended only with the
affirmative vote of holders of a majority of the shares of the Corporation
entitled to vote thereon.'

3. PROPOSED AMENDMENT TO SECTION 1.7.2 OF ARTICLE 1

Section 1.7.2 of Article 1 is amended by adding the following sentence
after the last sentence thereof:

'Notwithstanding anything contained in any other provision of these
By-laws, any shareholder seeking to nominate candidates for election to the
Board pursuant to shareholder action by written consent need not comply
with any advance notification provisions contained in these By-laws,
including, without limitation, Section 1.5.3 hereof. The preceding sentence
may be repealed or amended only with the affirmative vote of holders of a
majority of the shares of the Corporation entitled to vote thereon.'

A-IV-1

<PAGE>

<PAGE>
ANNEX V
FORM OF NOMINEES' FIDUCIARY DUTY LETTER

ALLIEDSIGNAL [LOGO] AlliedSignal Inc.
P.O. Box 2245
Morristown, NJ 07962-2245

November , 1998

AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962

Dear Sirs:

I am writing in connection with the AlliedSignal consent solicitation of
the shareholders of AMP Incorporated to amend the AMP bylaws and elect
AlliedSignal nominees to the AMP Board of Directors.

I have been informed that under Pennsylvania law, as an AMP director, I
would have a fiduciary duty solely to AMP. If elected as a director of AMP, I
undertake personally to be bound by and discharge my duty of undivided loyalty
to AMP, and I agree to perform my duties in good faith, in a manner that I
reasonably believe to be in the best interests of AMP.

It is my understanding that, while the AlliedSignal Board of Directors has
approved the consent solicitation, such action does not diminish the duty of
loyalty I owe to AlliedSignal, and I further understand that AlliedSignal has
not waived my duty of loyalty to AlliedSignal.

I understand that I may have to consult independent counsel, from Delaware
in the case of AlliedSignal, and from Pennsylvania in the case of AMP, to advise
me with respect to fulfilling my obligations to each company, where there are
conflicts of interest. I acknowledge that any issue that relates to the sale,
acquisition, merger or other business combination of AMP (an 'acquisition'),
including its Poison Pill and any other defensive measures, or processes or
procedures for any acquisition, will present conflict of interest issues for
which I must seek independent legal or other appropriate advice.

Finally, I have been told that, depending on the facts and circumstances
existing at the time, it may be necessary for me to recuse myself from acting
either on the AlliedSignal Board of Directors or the AMP Board of Directors or
to resign as an officer of AlliedSignal or from one board or the other, or both.

I have read and understood the 'Risk Factors' section from the preliminary
consent statement, dated November 12, 1998.

Sincerely,

A-V-1

<PAGE>

APPENDIX 1

SOLICITATION ON BEHALF OF ALLIEDSIGNAL INC.
AND PMA ACQUISITION CORPORATION

Unless otherwise indicated below, the undersigned, a shareholder of record
of AMP Incorporated (the "Company") as of the close of business on October 15,
1998 (the "Record Date"), hereby consents, pursuant to Sections 1766 and 2524 of
the Pennsylvania Business Corporation Law and Article IX of the Company's
articles of incorporation with respect to all shares of common stock without par
value of the Company (the "Company Common Stock") held by the undersigned, to
the taking of the actions set forth on the reverse hereof without a meeting of
the shareholders of the Company.

<PAGE>

INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE
ELECTION OF ALL PERSONS NAMED IN NOMINEE ELECTION PROPOSAL 4,
CHECK THE APPROPRIATE BOX BELOW. IF YOU WISH TO CONSENT TO THE
ELECTION OF CERTAIN OF THE PERSONS NAMED IN NOMINEE ELECTION
PROPOSAL 4, BUT NOT ALL OF THEM, CHECK THE "CONSENT" BOX BELOW
AND WRITE THE NAME OF EACH SUCH PERSON YOU DO NOT WISH ELECTED
IN THE SPACE PROVIDED UNDER NOMINEE ELECTION PROPOSAL 4:

NOMINEE ELECTION PROPOSALS

1. Amend Section 2.2 of Article II of the Company By-laws, in its entirety,
to fix the number of directors of the Company at twenty-eight.