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                HONEYWELL CORPORATE EXECUTIVE COMPENSATION PLAN
               (Amended and Restated Effective February 21, 1995)

SECTION 1 - PURPOSE OF THE PLAN

The purpose of the Honeywell Corporate Executive Compensation Plan is to 
provide compensation to executives that (a) is compatible with the diverse 
sizes and characteristics of the operating units within Honeywell, (b) is 
equitable internally and competitive externally, and (c) meets Honeywell's 
"pay for performance" philosophy by directly relating individual, unit, and 
company-wide performance to compensation.

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SECTION 2 - DEFINITIONS

2.1   BASE PLAN.  The Honeywell Retirement Benefit Plan, as from time to time 
amended.

2.2   BASE SALARY.  The regular, monthly, straight-time cash earnings, 
including salary continuations because of illness, disability or other 
authorized leave of absence.  Excluded are any other salary continuations, 
stock incentives, special payments or allowances because of work location, or 
any other benefits or special payments.

2.3   BOARD OF DIRECTORS.  The Board of Directors of Honeywell.

2.4   COMMITTEE.  The Personnel Committee of the Board of Directors.

2.5   COMPANY.  Honeywell and any domestic or foreign subsidiary of Honeywell 
in which it owns a majority of the voting stock.

2.6   COMPOSITE INCENTIVE PERCENTAGE.  That percentage obtained by weighing 
the Leveraged Incentive Percentage of a Unit in accordance with approved 
Influence Weightings.

2.7   COMPOSITE PERFORMANCE PERCENTAGE.  The percent of actual performance of 
On-Plan objectives by a Unit after applying any Unit Performance Adjustment 
and weighting such Unit performance in accordance with predetermined 
financial measures assigned by Corporate Management.

2.8   CORPORATE MANAGEMENT.  The Chief Executive Officer and the Chief 
Operating Officer of Honeywell, respectively, and any other officials to whom 
they delegate responsibility hereunder.

2.9   DEFERRED AWARD ACCOUNT OR ACCOUNT.  The unfunded bookkeeping account 
maintained by the Company for a Participant who elects to defer payment of 
his or her Incentive Award(s) pursuant to Section 6.1.

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2.10   EARLY RETIREMENT DATE.  Retirement by a Participant under his or her 
Base Plan, which is defined as the termination of employment on or after his 
or her 55th birthday and after he or she has been credited with 10 or more 
years of "Credited Service for Benefit Accrual" under the Base Plan.

2.11   FINAL INCENTIVE FUND.  The actual fund available for allocation of 
incentive awards to a Unit's Participants after making any Incentive Fund 
Adjustments.

2.12   HONEYWELL.  Honeywell Inc., a Delaware corporation.

2.13   INCENTIVE AWARD OR AWARD.  An award of incentive pay to a Participant 
under Section 5 of the Plan.

2.14   INCENTIVE FUND ADJUSTMENT.  An adjustment to a Unit's Incentive Fund 
by the Unit's cognizant President of a dollar amount equal to a plus or minus 
percentage no greater than 20 percent of the Unit's On-Plan Incentive Fund to 
reflect his or her assessment of the Unit's total performance.

2.15   INCENTIVE UNIT OR UNIT.  The Company or a part thereof (for example, 
Strategic Business Unit, operation, division, group, business, or major 
corporate staff department) for which Unit objectives are set.

2.16   INFLUENCE WEIGHTINGS.  Multipliers resulting from an assessment of the 
degree of interdependence between Incentive Units based on a percentage 
relationship established by Corporate Management.

2.17   LEVERAGED INCENTIVE PERCENTAGE.  A percentage which equals 100 percent 
plus or minus specified multiples, as determined by Corporate Management 
prior to the beginning of the calendar year to which an award relates, times 
the Unit's variance from On-Plan performance and which is not less than 0 
percent nor greater than 200 percent.

2.18   NORMAL RETIREMENT DATE.  Retirement by a Participant on or after his 
or her "Social Security Retirement Age" as defined under his or her Base Plan.

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2.19   ON-PLAN.  A financial performance of a Participant or Unit which 
equals 100 percent of his or her or its annual approved objectives.

2.20   ON-PLAN INCENTIVE FUND.  The sum of On-Plan incentive amounts for each 
Participant in a Unit.

2.21   ON-PLAN INCENTIVE PERCENTAGE.  That percentage of a Participant's Base 
Salary determined from time to time by Corporate Management for each 
Honeywell salary grade level which determines the On-Plan incentive amount 
for such Participant.

2.22   PARTICIPANT.  An employee of the Company employed in a position which 
satisfies the eligibility requirements of Section 3.4, whose participation is 
recommended by the top management of his Unit and approved by a level of 
management designated by the Company as appropriate on the job level 
involved, during any portion of the Term of the Plan during which such 
employee is within the grade levels "A" through "U" under the Plan.

2.23   PERMANENT AND TOTAL DISABILITY.  The disability of a Participant 
whereby such Participant is wholly disabled by bodily injury or disease and 
will be permanently, continuously and wholly prevented thereby for life from 
engaging in his or her customary occupation or employment for wage or profit, 
as determined by the Committee.

2.24   PLAN.  This Honeywell Corporate Executive Compensation Plan, as 
amended and restated effective February 21, 1995.

2.25   TERM.  The term of the Plan shall be indefinite and continuing subject 
to amendment, cancellation or termination at any time by the Board of 
Directors.

2.26   TOP MANAGEMENT OF UNIT.  The manager with the highest level of 
authority, as designated by Corporate Management, of an Incentive Award Unit.

2.27   UNIT INCENTIVE FUND.  The dollar amount available to a Unit for 
Incentive Awards, prior to the application of the Incentive Fund Adjustment, 
obtained by

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multiplying the Unit's Composite Incentive Percentage by the Unit's On-Plan 
Incentive Fund.

2.28   UNIT OBJECTIVES.  The annual financial objectives set for the Company 
and each Unit by Corporate Management (for example, operating profit, net 
income, and return on investment).  With approval by Corporate Management, 
Unit Objectives may also include specified non-financial objectives.

2.29   UNIT PERFORMANCE ADJUSTMENT.  A dollar or percentage adjustment 
applied by Corporate Management to compensate for unforeseen circumstances 
which significantly impact the Unit's attainment of its established financial 
objectives (for example, unplanned acquisitions, divestitures, or foreign 
exchange effects).

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SECTION 3 - ADMINISTRATION OF THE PLAN

3.1   AMENDMENT AND TERMINATION.  The Board of Directors may amend, cancel, 
or terminate the Plan at any time and any such amendment, cancellation or 
termination may be retroactively effective except that no amendment, 
cancellation or termination shall adversely affect Awards earned under the 
Plan for calendar years completed before adoption of any such amendment, 
cancellation or termination.  The Plan shall not be deemed to be a contract 
for employment or a guarantee of compensation.

3.2   COMMITTEE.  The Plan shall be administered by the Committee, with the 
assistance of the Honeywell Corporate Compensation Department.  All payments 
of Incentive Awards under the Plan are subject to the discretion of the 
Committee.  The Committee shall have authority to establish, administer, and 
interpret such rules with respect to the Plan as it deems appropriate.  Any 
decision of the Committee with respect to such rules and the interpretation, 
construction, administration and application of the Plan shall be conclusive 
and binding.

3.3   ESTABLISHMENT OF OBJECTIVES.  Corporate Management shall recommend to 
the Committee what objectives and performance measures shall be utilized for 
the Company and each Unit and Participant for purposes of the Plan.  The 
Committee shall have the authority to make final decisions as to such annual 
objectives and appropriate performance measures which shall be applied under 
the Plan.  Honeywell shall maintain an appropriate recordkeeping system for 
Incentive Awards. 

3.4   ELIGIBILITY OF EMPLOYEE'S POSITION.  The employee's position must be 
recommended for participation by the top management of his or her unit, and 
satisfy the following criteria:   

      (a)   ACCOUNTABILITY OF POSITION.
            The employee's position must be sufficiently accountable to directly
            impact the financial results of Honeywell or one or more of its 
            operating Units.

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      (b)   REPORTING LEVEL OF POSITION.
            The employee's position must report at a sufficiently high level
            in the organization to regularly impact management decisions of
            Honeywell or one or more of its operating Units.

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SECTION 4 - SALARY STRUCTURE OF PARTICIPANTS

4.1   DETERMINATION OF BASE SALARY.  The Base Salary of Participants is 
determined from time to time as follows:

      (a)   JOB EVALUATION.  The Honeywell executive job evaluation method is
            used for preparing position descriptions, assessing position 
            responsibilities, and assigning positions to salary grades and 
            ranges. Each position is evaluated by the Honeywell Corporate 
            Compensation Department and approved by a level of management 
            designated by the Company as appropriate for the job level 
            involved.

      (b)   SALARY GRADES AND RANGES. Each salary grade is assigned a salary 
            range. A salary grade encompasses positions whose market pay 
            typically falls within a plus or minus 20 percent of the salary
            grade midpoint. Salary grade midpoints generally have a 13 to 15 
            percent differential.

4.2   ADJUSTMENTS TO BASE SALARY.  The Base Salary of Participants may be 
adjusted from time to time as follows:

      (a)   REVIEW OF SALARY RANGES. Salary ranges are reviewed at least 
            annually and adjusted as necessary to assure that they are 
            competitive with pay opportunities provided by selected, large,
            high-technology companies. Changes in salary ranges are approved
            by the Committee.

      (b)   CHANGES IN BASE SALARY.  Changes in Base Salary are designed to 
            reflect performance of the Participant over time, as measured 
            against the performance requirements of the Participant's position.
            Such adjustments to Base Salary must be approved by the next two 
            higher levels of Company management or, if no such levels exist, the
            Committee.

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SECTION 5 - CALCULATION OF INCENTIVE AWARD

5.1   ESTABLISHING UNIT OBJECTIVES.  At the beginning of each year, Unit 
Objectives are approved by Corporate Management for the Company and each of 
the Incentive Units for the year.  Such objectives may vary by Unit to 
reflect the characteristics and emphases of the Units.

5.2   ASSESSING UNIT PERFORMANCE.  After the end of each year, actual 
performance against unit objectives is measured for the Company and each of 
its Units.  Actual results for each objective are expressed as a percentage 
of the objective or plan. Performance against any one objective is limited to 
200 percent after leveraging under Section 5.5.

5.3   ADJUSTING UNIT FINANCIAL RESULTS.  A Unit Performance Adjustment to 
compensate for unforeseen circumstances which significantly impact the Unit's 
performance may be applied by Corporate Management to reflect a dollar impact 
which was not taken into account in establishing Unit objectives for the 
calendar year.

5.4   WEIGHTING UNIT PERFORMANCE.  The percentage of the Unit's performance 
determined under Section 5.2, after application of any Unit Performance 
Adjustment, shall thereupon be weighted by the respective percentage assigned 
by Corporate Management to each objective (for example, 50 percent ROI, 50 
percent Operating Profit), equal to a 100 percent total, to arrive at the 
Composite Performance Percentage for the Unit.

5.5   CALCULATING LEVERAGED INCENTIVE PERCENTAGE.  The Unit's Composite 
Performance Percentage is then adjusted up or down by a Leveraged Incentive 
Percentage for each one percent deviation from On-Plan performance between 70 
and 130 percent, or such other range as determined by Corporate Management 
and approved by the Committee prior to the beginning of the calendar year to 
which an Award relates, to arrive at the Unit's Leveraged Incentive 
Percentage.

5.6   DETERMINING ORGANIZATIONAL INFLUENCE WEIGHTINGS.  Unless otherwise 
approved by the Chief Executive Officer, the Unit's Leveraged Incentive 
Percentage

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shall be weighted according to Influence Weightings to determine the Composite
Incentive Percentage of the Unit:

      (a)   COMPANY INFLUENCE.  From 0 to 20 percent of a Unit's 
            Composite Incentive Percentage, as determined in the sole 
            discretion of the Chief Executive Officer, shall be based upon 
            the performance of the Company.

      (b)   UNIT INFLUENCE.  At least 40 percent of a Unit's 
            Composite Incentive Performance shall be based on its own 
            performance.

      (c)   OTHER UNIT INFLUENCE.  Where a Unit has a significant 
            interdependence with another Unit, additional approved Influence 
            Weightings may be used in determining the Unit's Composite 
            Incentive Percentage.

5.7   ESTABLISHING ON-PLAN INCENTIVE FUND.  The On-Plan Incentive Percentage 
for each Participant is multiplied by his or her annual Base Salary for the 
calendar year or, (i) in the event that the Participant is promoted or 
demoted during the calendar year by each Base Salary applicable to the 
Participant on a pro-rata basis for that portion of the calendar year, (ii) 
in the event a Participant retires, was laid off, or left work because of 
death or Permanent and Total Disability, or who became a Participant in the 
Plan after January 1 of the calendar year, by his or her Base Salary for the 
months he or she was a Participant in the Plan.  Such amounts shall then be 
added to an amount calculated in that manner for all other Participants in 
the Unit in order to arrive at the On-Plan Incentive Fund for the Unit.

5.8   COMPUTING UNIT INCENTIVE FUND.  The Unit's Composite Incentive 
Percentage is multiplied by the On-Plan Incentive Fund of the Unit and may 
then be increased or decreased by Corporate Management provided that the sum 
of Unit Incentive Funds so adjusted may not exceed the sum of such funds 
prior to such adjustment.

5.9   DETERMINING FINAL INCENTIVE FUND.  At the end of each calendar year, 
Corporate Management assesses a Unit's performance against both its financial 
and non-financial objectives and may, in its discretion, adjust the Unit 
Incentive Fund by an Incentive Fund Adjustment of a plus or minus percentage 
no greater than 20 percent of the Unit's On Plan Incentive Fund to reflect 
his or her assessment of the Unit's total

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performance, including its attainment of non-financial objectives, to 
determine the Final Incentive Fund of the Unit.  Non-financial objectives may 
vary by Unit and may include, among other factors, innovation, risk taking, 
human resource productivity improvement, equal opportunity, Company image, 
customer service, product development, and progress toward long-term 
objectives.  In the case of individual Presidents and inside directors of 
Honeywell, the Committee assesses the performance of these Participants 
against such objectives which it may select and may adjust the Incentive Fund 
applicable to those Participants in the same manner as provided above for 
other Participants in this Section 5.9 to reflect its assessment of such 
Participants' performance.

5.10   ALLOCATING THE UNIT'S FINAL INCENTIVE FUND TO PARTICIPANTS.  The 
Unit's Final Incentive Fund is allocated to individual Participants by the 
Top Management of Unit, reviewed by appropriate higher level management, 
approved by Corporate Management and, except as otherwise provided in Section 
7, paid to the Participant in the month of February of the calendar year 
following the incentive year during which the Award was earned unless the 
Participant has elected to defer payment of the Award in accordance with 
Section 8.  Individual Awards are based on the Unit's Final Incentive Fund 
adjusted to reflect the Participant's actual performance against individual 
goals and objectives.  The sum of individual awards for a Unit cannot exceed 
such Unit's Final Incentive Fund.

5.11   LIMITATIONS.  The amount of total Incentive Awards distributed under 
the Plan is limited as follows:

      (a)   PERCENTAGE OF ON-PLAN INCENTIVE.  No Participant or 
            Unit may receive more than 200 percent of his or its On-Plan 
            Incentive Fund.

      (b)   AMOUNT OF INCENTIVE COMPENSATION.  The amount which 
            the Company may distribute as Awards for any calendar year 
            pursuant to the Plan to those Participants that are determined by 
            the Committee to be the executives subject to the limit on 
            incentive compensation under Article XI of Honeywell's By-laws 
            shall not exceed the amount which, when added to the amount of 
            incentive compensation accrued for such year under the Honeywell 
            Long-Range Stock Incentive Plan and any performance-

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            related award under the Honeywell Stock and Incentive Plan with 
            respect to such executives, would equal the limit on incentive 
            compensation for such year under that Article of the By-Laws, as 
            in effect at the end of such year. Individual payments under this 
            Plan to such Participants shall be reduced pro rata to the extent 
            necessary to comply with this limitation after any payments under 
            the Honeywell Long-Range Stock Incentive Plan to these 
            Participants have first been reduced.

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SECTION 6 - LOCATION EXECUTIVE COMPENSATION PLANS

6.1   GENERAL.  An Incentive Unit may, with the approval of the Committee, 
administer a "location executive compensation plan" under and pursuant to the 
provisions of this Plan.  Such plans shall be administered by the Unit's 
president with all payments of Incentive awards subject to his or her 
discretion as exercised in accordance with the rules established by the 
Committee as permitted by Section 3.2.

6.2   HOME AND BUILDING CONTROL/INTERNATIONAL EXECUTIVE COMPENSATION PLAN.  
The Home and Building Control/International Executive Compensation Plan 
constitutes a location executive compensation plan which has been approved by 
the Committee.  It shall be administered by the President, Home and Building 
Control/International, pursuant to the terms of this Plan except that Section 
5.6(a) shall not be applicable.

6.3   INDUSTRIAL AUTOMATION CONTROL EXECUTIVE COMPENSATION PLAN.  The 
Industrial Automation Control Executive Compensation Plan constitutes a 
location executive compensation plan which has been approved by the 
Committee.  It shall be administered by the President, Industrial Automation 
Control, pursuant to the terms of this Plan except that Section 5.6(a) shall 
not be applicable.

6.4   MICROSWITCH EXECUTIVE COMPENSATION PLAN.  The Microswitch Executive 
Compensation Plan constitutes a location executive compensation plan which 
has been approved by the Committee.  It shall be administered by the 
President, Industrial Automation Control, pursuant to the terms of this Plan 
except that Section 5.6(a) shall not be applicable.

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SECTION 7 - DEFERRED PAYMENT OF AWARDS

7.1   ELECTION TO DEFER.  Not later than the last day of the first calendar 
quarter during 1985 and not later than the last day of the year prior to the 
year to which an Incentive Award relates during calendar years thereafter, 
each Participant shall be provided the opportunity to make an irrevocable 
election to defer the payment of the Award for that respective calendar year.

7.2   AMOUNT OF DEFERRAL.  Each Participant may elect to defer the payment of 
a specified dollar amount, any excess over a specified dollar amount, or a 
designated percentage of the Award.  The minimum amount of the Award which 
may be deferred with respect to a calendar year is $1,000.

7.3   PERIOD OF DEFERRAL.  Subject to earlier payment under Section 7.6, a 
Participant may elect to defer commencement of payment of the Award until the 
earlier of March 15 of the calendar year following the Participant's Early 
Retirement Date or Normal Retirement following the Participant's Normal 
Retirement Date.

7.4   DESIGNATION OF FORM OF PAYMENT.  Each Participant who elects to receive 
deferred payment of his Award may specify whether such deferred amount is to 
be paid in a lump sum on or about March 15 of the year following the earlier 
of the year in which the Participant's Early Retirement Date or Normal 
Retirement Date occurs, or in approximately equal annual installments over a 
period of not more than ten (10) years commencing on or about March 15 of the 
year following the earlier of the year in which the Participant's Early 
Retirement Date or Normal Retirement Date occurs.

7.5   CREDITS TO DEFERRED AWARD ACCOUNT.  In the event that the Participant 
elects to defer payment of his or her Award, a credit in the amount of such 
deferred payment shall be made to the Participant's Deferred Award Account no 
later than February 28 of the calendar year following the incentive year 
during which the Award was earned.  During the term of the Plan, interest 
shall be credited to each Participant's Deferred Award Account (a) annually 
as of February 15, (b) as of the last day of the month preceding a Change in 
Control of the Company, and (c) at the time of distribution of the entire 
balance of or annual installment from such Account for the year or portion 
thereof then ended, based on the average daily balance of the Account for 
such year or portion

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thereof, at the average effective interest rate on the composite of long-term 
and short-term borrowings of Honeywell Inc. and designated finance company 
subsidiaries for the five (5) years ending with the calendar year prior to 
the calendar year in which interest is being credited, as such rate may be 
determined for purposes of the financial reports prepared for the Honeywell 
Corporate Treasurer.

7.6   EVENT TRIGGERING PAYMENT OF DEFERRED AWARD ACCOUNT.  Participant's 
Deferred Award Account shall be paid or commenced to be paid by Honeywell to 
such Participant, or, in the event of his or her death or incapacity, to the 
person or persons legally entitled thereto, after the earliest to occur of 
the following events:

      (a)   the Participant's Early Retirement Date,

      (b)   the Participant's Normal Retirement Date,

      (c)   the Participant's death,

      (d)   termination of the Participant's employment with the 
            Company for any reason other than death, Early Retirement, or 
            retirement on or after his or her Normal Retirement Date, or

      (e)   a Change in Control as defined in Section 8, with the 
            form and commencement of such payment being determined by the 
            provisions of Section 7.7.

7.7   MANNER OF PAYMENT OF DEFERRED AWARD ACCOUNT.  The manner of payment of 
the Deferred Award Account to a Participant where clauses (a) and (b) of 
Section 7.6 are applicable shall be in a lump sum which shall be paid to him 
or her on or about March 15 of the year following the year in which the 
earlier of such events set forth in clauses (a) or (b) occur unless the 
Participant has elected installment payments pursuant to Section 7.4 whereby 
approximately equal annual installments over a period of not more than ten 
(10) years shall be made beginning with an initial installment to be paid on 
or about March 15 of the year following the year in which such event occurs.  
The form of payment of the Deferred Award Account to a Participant where 
clauses (c) or (d) of Section 7.6 are applicable shall be in a lump sum which 
shall be paid to the

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Participant within sixty (60) days following the occurrence of any event set 
forth in such clauses.  The form of payment of the Deferred Award Account to 
a Participant upon a Change in Control shall be in a manner set forth in 
Section 8.

7.8   EARLY PAYMENT OF DEFERRED AWARD ACCOUNT.  Notwithstanding any contrary 
provisions of Section 7, in the event that the Participant or beneficiary 
incurs a financial hardship, he or she may apply to the Committee to receive 
an amount from the Participant's Deferred Award Account sufficient to satisfy 
the emergency need.  If the application is approved by the Committee, it will 
direct Honeywell to pay an amount necessary to meet the emergency need.  The 
term "financial hardship" shall mean an event resulting from an illness or 
accident of the Participant or of a dependent of the Participant, loss of the 
Participant's property due to casualty, the layoff of the Participant or 
other circumstances arising as a result of events beyond the control of the 
Participant.  An event shall not constitute a "financial hardship" to the 
extent that such hardship may be relieved through reimbursement or 
compensation by insurance or otherwise or by liquidation of the Participant's 
assets, to the extent that the liquidation of such assets would not itself 
cause a financial hardship.  Also, a "financial hardship" shall not include 
the need to send a Participant's child to college or the desire to purchase a 
home.

7.9   ADMINISTRATIVE PROCEDURES.  The Committee may adopt such rules and 
regulations governing such deferrals and specifications as it deems 
appropriate.  All deferred payments hereunder shall be paid in cash from the 
general funds of the Company and no special or separate fund shall be 
established and no other segregation of assets shall be made to assure the 
payment of benefits hereunder.

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SECTION 8 - CHANGE IN CONTROL

8.1   PAYMENTS UPON CHANGE IN CONTROL.  Notwithstanding any provision in the 
Plan to the contrary, in the event of a "Change in Control", as defined in 
this Section, each Participant shall receive payment of:

      (a)   the Participant's Incentive Award, based upon an 
            assumption of On-Plan performance for the incentive year during 
            which such Change in Control occurs, multiplied by a fraction, 
            the numerator of which is the number of months (calculated to the 
            nearest whole month) of such Participant's participation in the 
            Plan during the incentive year in which the Change in Control 
            occurs and the denominator being twelve and 

      (b)   all amounts, if any, credited to the Participant's 
            Deferred Award Account, as of the effective date of such Change 
            in Control, including any interest accrued in accordance with 
            Section 7.5 of the Plan,

which payments shall be distributed on the fifth business day after such 
Change in Control as a lump sum cash payment.

8.2   DEFINITION OF CHANGE OF CONTROL.  For all purposes of the Plan, a 
"Change in Control" of the Company shall have occurred if:

      (a)   any "person", as such term is used in Sections 13(d) 
            and 14(d) of the Securities Exchange Act of 1934, as amended (the 
            "Exchange Act") (other than the Company, any subsidiary of the 
            Company, any "person" (as hereinabove defined) acting on behalf 
            of the Company as underwriter pursuant to an offering who is 
            temporarily holding securities in connection with such offering, 
            any trustee or other fiduciary holding securities under an 
            employee benefit plan of the Company or any corporation owned, 
            directly or indirectly, by the stockholders of the Company in 
            substantially the same proportions as their ownership of stock of 
            the Company), is or becomes the "beneficial owner" (as defined in 
            Rule 13d-3 under the Exchange Act), directly or indirectly, of 
            securities of the Company

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            representing 30 percent or more of the combined voting power of 
            the Company's then outstanding securities;

      (b)   during any period of not more than two consecutive 
            years (not including any period prior to the execution of this 
            amendment to the Plan), individuals who at the beginning of such 
            period constitute the Board of Directors of the Company (the 
            "Board"), and any new director (other than a director designated 
            by a person who has entered into an agreement with the Company to 
            effect a transaction described in clause (a), (c) or (d) of this 
            Section) whose election by the Board or nomination for election 
            by the Company's stockholders was approved by a vote of at least 
            two-thirds (2/3) of the directors then still in office who either 
            were directors at the beginning of the period or whose election 
            or nomination for election was previously so approved, cease for 
            any reason to constitute at least a majority thereof;

      (c)   the stockholders of the Company approve a merger or 
            consolidation of the Company with any other corporation, other 
            than (i) a merger or consolidation which would result in the 
            voting securities of the Company outstanding immediately prior 
            thereto continuing to represent (either by remaining outstanding 
            or by being converted into voting securities of the surviving 
            entity) more than 50 percent of the combined voting power of the 
            voting securities of the Company or such surviving entity 
            outstanding immediately after such merger or consolidation or 
            (ii) a merger or consolidation effected to implement a 
            recapitalization of the Company (or similar transaction) in which 
            no "person" (as hereinabove defined) acquires more than 30 
            percent of the combined voting power of the Company's then 
            outstanding securities; or

      (d)   the stockholders of the Company approve a plan of 
            complete liquidation of the Company or an agreement for the sale 
            or disposition by the Company of all or substantially all of the 
            Company's assets (or any transaction having a similar effect).

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SECTION 9 - CHANGES IN EMPLOYEE STATUS

9.1   TRANSFERS BETWEEN UNITS.  A Participant who transfers between Units 
before the end of a calendar year shall be eligible to receive an Award based 
on the performance of either the old or new Unit or a combination thereof.  
The determination will be made by Corporate Management on a case-by-case 
basis.  Generally, a pro rata allocation will be made, but if an individual 
transfers early in a calendar year, the Award may be calculated as if the 
Participant had been in the new Unit all year.  If the transfer is late in 
the year, it may be calculated as if the Participant had been in the former 
Unit the entire year.  Transfers in the second or third quarter generally 
result in a prorated calculation (for example, six months based on the old 
Unit and six months based on the new Unit).

9.2   PARTICIPATION FOR A PARTIAL YEAR.  A Participant who (i) ceases to be a 
Participant in the Plan during a calendar year because of voluntary 
retirement, layoff, position assignment, Permanent and Total Disability, or 
death, or (ii) becomes a Participant in the Plan after January 1 of any year, 
shall be eligible for an Incentive Award determined under Section 5, but 
pro-rated to reflect the portion of the year in which he or she was a 
Participant.

A Participant whose employment terminates because of resignation or 
Company-initiated employment termination shall not be eligible for an 
Incentive Award for the calendar year in which such employment termination 
occurs.  Notwithstanding the foregoing, the Incentive Award for any 
Participant who becomes a Participant in the Plan after January 1 of any year 
solely as a result of ceasing to be a participant in the Honeywell Senior 
Management Performance Incentive Plan, shall be pro-rated only to the extent 
such person was not an employee of the Company during such year.

9.3   DISCHARGE.  If a Participant is discharged from the Company before an 
Incentive Award has been made for a calendar year because of malfeasance 
(which shall include, among other reasons, neglect of duties, divulgence of 
Company secrets, or breach of Company policy), the Participant shall forfeit 
any and all rights he or she would have had to an Incentive Award under the 
Plan for that year, unless a specific contrary decision is made by Corporate 
Management.

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SECTION 10 - ASSIGNMENT AND BENEFICIARIES

10.1   DESIGNATION OF BENEFICIARY.  Neither amounts awarded to a Participant 
or credited to the Participant's Deferred Award Compensation Account nor any 
other rights or benefits of a Participant under the Plan may be assigned, 
transferred, pledged or alienated in any way; provided, however, that a 
Participant may designate a beneficiary or beneficiaries to receive after the 
Participant's death payments at the times and in the amounts to which the 
Participant would have been entitled under the Plan if he or she were alive.  
The beneficiary or beneficiaries last designated by the Participant to 
receive the proceeds under the Company Basic Life Insurance Plan upon his or 
her death shall be the designated beneficiary or beneficiaries for purposes 
of this Plan.  Such designation of a Participant's beneficiary or 
beneficiaries may be replaced by a new designation or may be revoked by the 
Participant at any time.  The designation or revocation of a beneficiary 
shall not be effective unless it is on a form provided for that purpose by 
the Company, signed by the Participant and delivered to the Company prior to 
the Participant's death.

10.2   DISTRIBUTION TO DESIGNATED BENEFICIARY.  In the case of death of a 
Participant who has made a valid beneficiary designation which has not been 
subsequently replaced or revoked, amounts to which the Participant would have 
been entitled under the Plan shall be distributed in accordance with the Plan 
to the designated beneficiary or beneficiaries to the extent the designation 
of such beneficiary or beneficiaries is valid and enforceable under 
applicable law.  Any amount distributable to a Participant upon death and not 
subject to such a designation shall be distributed to the Participant's legal 
representative or estate.  If there is any question as to the legal right of 
any beneficiary to receive the distribution under the Plan, the amount in 
question may be paid to the legal representative or estate of the 
Participant, at the option of the Committee, in which event the Company shall 
have no further liability to anyone with respect to such amount.

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SECTION 11 - GENERAL CONDITIONS

11.1   LIMITATION OF RIGHTS.  Nothing in this Plan and no action taken 
pursuant to its provisions shall be construed to:

      (a)   give any employee of the Company any right to any 
            compensation, except as specifically provided herein;

      (b)   be evidence of any agreement, contract, or understanding,
            expressed or implied, that the Company will employ 
            a Participant in any particular position or at any particular 
            rate of remuneration;

      (c)   limit in any way the right of the Company to terminate a 
            Participant's employment at any time;

      (d)   give any Participant any right, title, or interest 
            whatever in or to any investments which the Company may make to 
            aid it in meeting its obligations hereunder;

      (e)   create a trust of any kind or a fiduciary relationship 
            between the Company and a Participant or any other person; and

no assets of the Company or any of its subsidiaries shall be segregated with 
respect to any deferred amounts and all such amounts shall constitute 
unsecured contractual obligations of the Company and its subsidiaries.

11.2   APPLICABLE LAW.  All questions pertaining to the construction, 
validity and effect of the Plan shall be determined in accordance with the 
laws of the United States and the State of Minnesota, other than its laws 
respecting choice of law.

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