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                    RESTRICTED-STOCK RETIREMENT PLAN FOR
                           NON-EMPLOYEE DIRECTORS


     1.  PURPOSE OF THE PLAN.  The purpose of the Honeywell Restricted-Stock 
Retirement Plan for Non-Employee Directors ("Plan") is to grant to 
non-employee directors of Honeywell Inc. ("Company") awards ("Awards") of 
shares of Common Stock, par value $1.50 per share, of the Company ("Stock") 
that will be available without restriction on retirement from the Board and 
will increase their proprietary interest in the Company and their 
identification with the interests of the Company's stockholders 
("Stockholders").  The Plan shall become effective on the date ("Effective 
Date") the Plan is approved by the Stockholders or such later date as may be 
established by the Board of Directors of the Company ("Board").

     2.  GRANT OF AWARDS.  Each non-employee director ("Director") of the 
Company elected at or after the 1988 Annual Meeting of Stockholders shall be 
granted Awards under the Plan as follows:

          (a)  ANNUAL AWARDS.  On the date of each Annual Meeting of 
     Stockholders ("Annual Meeting"), each person who has served as a 
     Director since the prior Annual Meeting shall receive an Award of Stock 
     having the Fair Market Value (as defined in Section 3) equal to one-half 
     the fees earned by the Director since the date of the prior Annual 
     Meeting.

          (b)  INITIAL AWARD.  Each Director who, at the time of the 1988 
     Annual Meeting, has served at least two full years as Director shall 
     receive an additional initial award of Stock having the Fair Market 
     Value equal to the number of full years of service as a Director ending 
     with the 1987 Annual Meeting times the Fair Market Value of the Award 
     that Director receives under Section 2(a).

     3.  FAIR MARKET VALUE.  For purposes of determining the number of shares 
of Stock granted under any Award, the "Fair Market Value" of the Stock shall 
equal the average of the reported closing prices for the Stock on the New 
York Stock Exchange for the twenty (20) consecutive trading business days 
immediately preceding the Annual Meeting; and all fractional shares shall be 
rounded to the nearest whole number.

     4.  ISSUANCE OF STOCK.  As promptly as practical following the Annual 
Meeting for each Award, the Company shall issue certificates 
("Certificates"), registered in the name of each Director receiving an Award, 
representing the number of shares of Stock covered by the Award.  The Stock 
shall have the rights and be subject to the restrictions and other terms and 
conditions of the Plan.

     5.  RIGHTS.  Upon issuance of the Certificates, the Directors in whose 
names they are registered shall, subject to the restrictions of the Plan, 
have all of the rights of a

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Stockholder with respect to the Stock, including the right to vote the Stock 
and receive cash dividends and other cash distributions thereon.

     6.  RESTRICTED PERIOD.  The Stock shall be subject to the restrictions 
of the Plan for a period ("Restricted Period") from the date of grant of 
Stock until the earlier of:

     (I)   the occurrence of a Change in Control (as defined below); and

     (II)  the date on which the Director will have served five years as a 
Director (including service prior to the grant of the Stock) and the first to 
occur of the following events:

          (a)  the Director retires from the Board in compliance with the 
     Board's retirement policy as then in effect;

          (b) the Director's service on the Board terminates as a result of 
     not being nominated for reelection by the Board, but not as a result of 
     the Director's declining to serve again;

          (c) the Director's service on the Board terminates because the 
     Director, although nominated for reelection by the Board, is not 
     reelected by the Stockholders;

          (d) the Director is unable to serve because of disabilities;

          (e) the Director dies.

          For purposes of the Plan, a "Change in Control" of the Company 
     shall have occurred if:

               (i)  any "person", as such term is used in Sections 13(d) and 
          14(d) of the Exchange Act (other than the Company or any of its 
          subsidiaries; any trustee or other fiduciary holding securities 
          under an employee benefit plan of the Company or any of its 
          subsidiaries; an underwriter temporarily holding securities 
          pursuant to an offering of such securities; 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

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          under the Exchange Act), directly or indirectly, of securities of
          the Company representing 30% or more of the combined voting power of
          the Company's then outstanding securities; or

               (ii)  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 (i), (iii) or (iv) 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;

               (iii)  the stockholders of the Company approve a merger or 
          consolidation of the Company with any other corporation, other than 
          (A) 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% of the combined voting power of the voting securities 
          of the Company or such surviving entity outstanding immediately 
          after such merger or consolidation or (B) 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% of the combined voting power of the Company's then 
          outstanding securities; or

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

     7.  FORFEITURE OF STOCK.  If the date ("Termination Date") a Director's 
service on the Board terminates is before the end of the Restricted Period, 
the Director shall forfeit and return to the Company all Stock awarded to the 
Director under the Plan.

     8.  RECEIPT OF STOCK.  If a Director's Termination Date is at or after 
the end of the Restricted Period, the Director shall receive, free and clear 
of the restrictions of the Plan, all Stock previously awarded under the Plan.

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     9.  RESTRICTIONS.  The Stock shall be subject to the following 
restrictions during the Restricted Period:

          (a)  The Stock shall be subject to forfeiture to the Company as 
     provided in the Plan.

          (b)  The Stock may not be sold, assigned, transferred, pledged, 
     hypothecated or otherwise disposed of; and neither the right to receive 
     Stock nor any interest under the Plan may be assigned by a Director, and 
     any attempted assignment shall be void.

          (c)  The Certificates shall be held by the Company and shall, at 
     the option of the Company, bear an appropriate restrictive legend and be 
     subject to appropriate "stop transfer" orders.  The Director shall 
     deliver to the Company a stock power endorsed in blank to the Company.

          (d)  Any additional Stock or other securities or property (other 
     than cash) that may be issued with respect to Stock awarded under the 
     Plan as a result of any stock dividend, stock split, business 
     combination or other event, shall be subject to the restrictions and 
     other terms and conditions of the Plan.

          (e)  A Director shall not be entitled to receive any Stock prior to 
     the completion of any registration or qualification of the Stock under 
     any federal or state law or governmental rule or regulation that the 
     Company, in its sole discretion, determines to be necessary or advisable.

     10.  WAIVER.  In the event a Director's service on the Board terminates, 
the Board, in its sole discretion, may waive the forfeiture provisions of 
Section 7 as to some or all of the Stock subject to forfeiture thereunder.

     11.  ADMINISTRATION OF THE PLAN.  The Plan shall be administered by a 
committee ("Committee") that shall be the Nominating Committee of the Board 
or such other committee of Directors as may be designated by the Board.  The 
Committee shall have full power, discretion and authority to interpret and 
administer the Plan, except that the Committee shall have no power to (a) 
determine the eligibility for Awards or the number of shares of Stock or 
timing or value of Awards to be granted to any Director, or (b) take any 
action specifically delegated to the Board under the Plan.  The Committee's 
interpretations and actions shall, except as otherwise determined by the 
Board, be final, conclusive and binding on all persons for all purposes.

     12.  AMENDMENT OR TERMINATION OF THE PLAN.  The Board may, at any time, 
amend or terminate the Plan; but no amendment or termination shall, without 
the written consent of a Director, reduce the Director's rights under 
previously granted Awards.  No amendment

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shall, without approval of the Stockholders, increase the percentage of fees 
on which an Annual Award is based in Section 2(a), or modify the requirements 
of Sections 1 and 2 as to eligibility for participation in the Plan.

     13.  NO RIGHT TO RENOMINATION.  Nothing in the Plan or in any Award shall 
confer upon any Director the right to be nominated for reelection to the Board.

     14.  STATEMENT OF ACCOUNT.  Each Director shall receive an annual 
statement, within thirty days following each Annual Meeting, showing the 
number of shares of Stock that have been awarded to the Director under the 
Plan.