<PAGE>








                                          
                                          
                                     HONEYWELL
                    SUPPLEMENTAL DEFINED BENEFIT RETIREMENT PLAN
                                 (1998 RESTATEMENT)
                                          
                                          
                      First Effective April 20, 1976 (SRP) and
                            January 1, 1985 (CECP SERP)
                             July 1, 1989 ($200K SERP)





                                         -i-
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                                      HONEYWELL
                    SUPPLEMENTAL DEFINED BENEFIT RETIREMENT PLAN
                                 (1998 RESTATEMENT)
                                          
                                  TABLE OF CONTENTS

                                                               Page
SECTION 1.     INTRODUCTION.................................     1
               1.1  Preambles
               1.2  Definitions
                    1.2.1     Base Plan
                    1.2.2     Benefit Starting Date
                    1.2.3     Effective Date
                    1.2.4     Employer
                    1.2.5     Participant
                    1.2.6     Personnel Committee
                    1.2.7     Plan
                    1.2.8     Plan Statement
                    1.2.9     Plan Year
                    1.2.10    Prior Plan Statements
               1.3  Rules of Interpretation

SECTION 2.     ELIGIBILITY AND PARTICIPATION................     4
               
               2.1  Participation
               2.2  Duration

SECTION 3.     BENEFITS.....................................     5
               
               3.1  Participant Benefit
               3.2  Survivor Benefit
                    3.2.1     Death Before Benefits Commence
                    3.2.2     Death After Benefits Commence
               3.3  Special 1993 Vesting

SECTION 4.     DISTRIBUTIONS................................     7
               
               4.1  Forms of Payment
               4.2  Lump Sum Payment
                    4.2.1     Election and Amount
                    4.2.2     Death Within 13 Month Period
                    4.2.3     Acceleration of Benefits with Forfeiture
               4.3  Timing

                                         -ii-

<PAGE>
               
               4.4  Change in Control
                    4.4.1     Immediate Vesting
                    4.4.2     Definition
                    4.4.3     Payment After Change in Control
               4.5  Taxes
               4.6  Incompetency

SECTION 5.     GENERAL MATTERS..............................     11
               
               5.1  Funding
               5.2  Status of Participant
               5.3  Spendthrift Provision
               5.4  No Employment Contract

SECTION 6.     AMENDMENT AND TERMINATION....................     12
               
               6.1  Amendment
               6.2  Change in Control
               6.3  Amendments to Base Plan

SECTION 7.     DETERMINATIONS AND CLAIMS....................     13
               
               7.1  Determinations
               7.2  Claims Procedure
                    7.2.1     Original Claim
                    7.2.2     Claims Review Procedure
                    7.2.3     General Rules

SECTION 8.     PLAN ADMINISTRATION..........................     15
               
               8.1  Employer
               8.2  Personnel Committee
               8.3  Method of Executing Instruments
               8.4  Conflict of Interest
               8.5  Plan Administrator
               8.6  Service of Process
               8.7  Construction

TABLE I.....................................................     17

TABLE II....................................................     18


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                                     HONEYWELL
                                          
                    SUPPLEMENTAL DEFINED BENEFIT RETIREMENT PLAN
                                          
                                 (1998 RESTATEMENT)
                                          
                                          
                                     SECTION 1
                                          
                                    INTRODUCTION
                                          
                                          
1.1.  PREAMBLES.  Honeywell Inc. ("Honeywell"), a Delaware corporation,
maintains a tax-qualified defined benefit plan known as the Honeywell Retirement
Benefit Plan (the "Base Plan").  Benefits in the Base Plan are restricted by
sections 415 and 401(a)(17) of the Internal Revenue Code, as amended, (the
"Code") and by the nonrecognition of certain types of compensation. 

Section 3(36) and section 4(b)(5) of the Employee Retirement Income Security Act
of 1974, as amended, ("ERISA") recognize and authorize the establishment of an
unfunded, nonqualified plan of deferred compensation maintained by an employer
solely for the purpose of providing benefits for employees in excess of the
limitations on benefits imposed under section 415 of the Code.  Sections 201,
301 and 401 of ERISA also recognize the creation of an unfunded, nonqualified
plan maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees.

On April 20, 1976, Honeywell established the Honeywell Supplementary Retirement
Plan for the purpose of providing the full benefits promised to employees under
the Base Plan without regard to the limitation on benefits imposed by section
415 of the Code.  On July 1, 1989, Honeywell established the Honeywell
Supplementary Executive Retirement Plan For Compensation In Excess Of $200,000
for the purpose of providing the full benefits promised to employees under the
Base Plan without regard to the limitation on compensation imposed by section
401(a)(17) of the Code. On January 1, 1985, Honeywell established the Honeywell
Supplementary Retirement Plan For CECP Participants for the purpose of providing
the full benefits promised to employees under the Base Plan without regard to
the exclusion from earnings of deferred incentive awards paid under the
Honeywell Corporate Executive Compensation Plan.  (collectively, "the SERPs.")

Each of the SERPs was amended and restated effective September 20, 1994.  This
document further amends, completely restates, and consolidates the SERPs into
one plan and is intended to completely supersede each Prior Plan Statement
effective for persons who terminate employment on or after December 31, 1997,
and commence benefits in the Base Plan as of January 1, 1998, or any date
thereafter.  The consolidated plan shall be known as the Honeywell Supplemental
Defined Benefit Retirement Plan (the "Plan") and is intended to be, in part, an
unfunded excess benefit plan within the meaning of section 3(36) ERISA and, in
part, an unfunded plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees as provided in sections 201(2), 301(3) and 401(a)(1) of ERISA.

                                         -1-
<PAGE>

1.2.  DEFINITIONS.  When used herein with initial capital letters, the
following words have the following meanings:

      1.2.1.   BASE PLAN -- the tax-qualified defined benefit pension plan known
as the Honeywell Retirement Benefit Plan as the same is existing and amended
from time to time.

      1.2.2.   BENEFIT STARTING DATE -- the date as of which a benefit is
commenced in the Base Plan.

      1.2.3.   EFFECTIVE DATE -- January 1, 1998, and applied to employees who
terminate employment on or after December 31, 1997, and commence benefits in the
Base Plan as of January 1, 1998, or any date thereafter.

      1.2.4.   EMPLOYER -- Honeywell and any business entity that, with the
approval of Honeywell, adopts the Plan.

      1.2.5.   PARTICIPANT -- an employee of the Employer who becomes a
Participant in the Plan in accordance with the provisions of Section 2 (or any
comparable provision of the Prior Plan Statements). 

      1.2.6.   PERSONNEL COMMITTEE -- such committee (or successor committee) 
of the Board of Directors of Honeywell.  If no such committee exists at any
relevant time, the duties allocated to such committee under this Plan shall be
discharged by the Board of Directors of Honeywell or a person or committee to
whom such duties may be delegated by the Board of Directors.

      1.2.7.   PLAN -- this excess benefit and nonqualified deferred
compensation plan of the Employer established for the benefit of employees
eligible to participate therein, as first set forth in the Prior Plan Statements
and as amended and restated in this Plan Statement.  (As used herein, "Plan"
refers to the legal entity established by the Employer and not to the documents
pursuant to which the Plan is maintained.  Those documents are referred to
herein as the "Prior Plan Statement" and the "Plan Statement.")  The Plan shall
be referred to as the Honeywell Supplemental Defined Benefit Retirement Plan.

      1.2.8.   PLAN STATEMENT -- this document entitled "Honeywell Supplemental
Defined Benefit Retirement Plan (1998 Restatement)," as adopted by Honeywell
effective as of January 1, 1998, as the same may be amended from time to time
thereafter.

      1.2.9.   PLAN YEAR -- the plan year for this Plan shall be the twelve (12)
month period ending on December 31.

      1.2.10.  PRIOR PLAN STATEMENTS -- the series of documents pursuant to
which components of this Plan were established and operated thereafter until
December 31, 1997.

                                         -2-
<PAGE>

1.3.  RULES OF INTERPRETATION.  Whenever appropriate, words used herein in the
singular may be read in the plural, or words used herein in the plural may be
read in the singular; the masculine may include the feminine; and the words
"hereof," "herein" or "hereunder" or other similar compounds of the word "here"
shall mean and refer to the entire Plan Statement and not to any particular
paragraph or Section of this Plan Statement unless the context clearly indicates
to the contrary.  The titles given to the various Sections of this Plan
Statement are inserted for convenience of reference only and are not part of
this Plan Statement, and they shall not be considered in determining the
purpose, meaning or intent of any provision hereof.  Any reference in this Plan
Statement to a statute or regulation shall be considered also to mean and refer
to any subsequent amendment or replacement of that statute or regulation.  This
instrument has been executed and delivered in the State of Minnesota and has
been drawn in conformity to the laws of that State and shall, except to the
extent that federal law is controlling and except for its law respecting choice
of law, be construed and enforced in accordance with the laws of the State of
Minnesota.

                                         -3-
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                                     SECTION 2
                                          
                           ELIGIBILITY AND PARTICIPATION
                                          

2.1.  PARTICIPATION.  An employee is eligible to participate in and receive
benefits under this Plan if the employee:

      (a)      (i)  is eligible to commence a normal or early retirement benefit
               under the Base Plan when employment terminates, or (ii) dies
               while still actively employed by Honeywell with a vested benefit
               in the Base Plan, or (iii) has been granted a vested benefit in
               this Plan, or (iv) has been specifically selected by the
               Personnel Committee to participate in this Plan; and
 
      (b)      has a benefit in the Base Plan that is reduced on account of (i)
               the benefit limitation under section 415 of the Code or (ii) the
               compensation limitation under section 401(a)(17) of the Code or
               (iii) the provision in the Base Plan excluding from earnings any
               deferred incentive awards paid under the Honeywell Corporate
               Executive Compensation Plan.

Notwithstanding anything apparently to the contrary in this Plan or in any
written communication, summary, resolution or document or oral communication,
unless an individual is a member of a select group of management or highly
compensated employees (as that expression is used in ERISA), the individual
shall not be a Participant in this Plan, develop benefits under this Plan or be
entitled to receive benefits under this Plan (either for the Participant or the
Participant's survivors) except to the extent that the individual's benefits in
Base Plan are reduced on account of Code section 415 limits. 

If a court of competent jurisdiction, any representative of the U.S. Department
of Labor or any other governmental, regulatory or similar body makes any direct
or indirect, formal or informal, determination that an individual is not a
member of a select group of management or highly compensated employees (as that
expression is used in ERISA), such individual shall not be (and shall not have
ever been) a Participant in this Plan at any time except to the extent that the
individual's benefits in Base Plan are reduced on account of Code section 415
limits. If any person not so defined has been erroneously treated as a 
Participant in this Plan, upon discovery of such error such person's erroneous
participation shall immediately terminate AB INITIO and upon demand such person
shall be obligated to reimburse Honeywell for all amounts erroneously paid to
him or her.

2.2.  DURATION.  Any employee who has become a Participant in this Plan shall
continue as a Participant until all benefits due under this Plan have been paid
(or forfeited) without regard to whether he or she continues as a participant in
the Base Plan.

                                         -4-
<PAGE>

                                     SECTION 3
                                          
                                      BENEFITS
                                          

3.1.  PARTICIPANT BENEFIT.  Commencing as of the Benefit Starting Date, a
Participant shall receive a benefit in this Plan which shall be the excess, if
any, of:

      (a)      the amount that would be payable under the formula and rules of
               the Base Plan (as the Base Plan exists on the date as of which
               such amount is determined) if determined:

                 (i)  without regard to the benefit limitation under section
                      415 of the Code, and 

                (ii)  without regard to the compensation limitation under
                      section 401(a)(17) of the Code, and 

               (iii)  without regard to the exclusion from the definition of
                      Earnings under the Base Plan of deferred incentive
                      payments under Honeywell Corporate Executive Compensation
                      Plan, over

      (b)      the amount actually paid from the Base Plan.

A Participant's benefit in this Plan may be limited in the manner and to the
extent to which the Participant has agreed in writing.

3.2.  SURVIVOR BENEFIT.

      3.2.1.   DEATH BEFORE BENEFITS COMMENCE.  If a Participant dies before the
commencement of benefit payments from this Plan, satisfies the eligibility
requirements of Section 2 on the date of death, and is eligible for a
pre-retirement survivor benefit in the Base Plan, a benefit shall be payable to
the Participant's survivor commencing as of the last day of the month of the
Participant's death or, if later, the last day of the month of the Participant's
earliest Benefit Starting Date.  The survivor shall be the individual, if any,
that is entitled to the pre-retirement survivor benefit in the Base Plan.  The
benefit shall be the amount the survivor would have received under this Plan if
the Participant had terminated employment on the day before death, had commenced
benefit payments on the last day of the month of death or, if later, the last
day of the month of the Participant's earliest Benefit Starting Date in the same
form as the pre-retirement survivor benefit that is payable under the Base Plan,
and had died immediately thereafter.

      3.2.2.   DEATH AFTER BENEFITS COMMENCE.  If a Participant dies after the
commencement of benefit payments from this Plan, the benefit payable shall be
unpaid installments of annuity, if any, which are to be continued for a joint
annuitant or beneficiary under the form of payment elected by the Participant
under Section 4.

                                         -5-
<PAGE>

3.3.  SPECIAL 1993 VESTING.  As specified in the Prior Plan Statement, accrued
benefits were determined and vested for certain employees as of specified dates
in 1993 and, to the extent a vested benefit was attributable to service after
December 31, 1983, but before January 1, 1994, the present value of that benefit
was treated as "wages" for such employee for purposes of the Federal Insurance
Contribution Act (FICA) and the Federal Unemployment Act (FUTA).  The amount of
the vested benefit of individuals who were named in the Prior Plan Statement and
have not commenced benefits in the Plan as of the Effective Date are specified
on Table II.   

                                         -6-
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                                     SECTION 4
                                          
                                   DISTRIBUTIONS
                                          

4.1.  FORMS OF PAYMENT.  Except as provided in 4.2 and 4.4 below, the payment
forms available to a Participant shall be a 100% Joint and Survivor Annuity, a
50% Joint and Survivor Annuity, a Single Life Annuity, and a 10 Year Period
Certain and Life Annuity, as those payment forms are defined in the Base Plan,
with the designation of joint annuitant or beneficiary that is effective for the
Participant in the Base Plan.  The Participant's election of a payment form and
designation of a joint annuitant or beneficiary shall be made in the form and
manner prescribed by the Personnel Committee and may be revoked by the
Participant at any time prior to the Benefit Starting Date.  A Participant who
is married on the Benefit Starting Date must obtain the written consent of the
Participant's spouse in the form and manner prescribed by the Personnel
Committee to the election of any form other than a 100% Joint and Survivor
Annuity with the Participant's spouse designated as the joint annuitant.

4.2   LUMP SUM PAYMENT.

      4.2.1.   ELECTION AND AMOUNT.  A Participant may receive payment of
benefits in the form of a single lump sum if the Participant makes an
irrevocable election in the form and manner prescribed by the Personnel
Committee.  If the Participant is married when the election is made, the
Participant's spouse must consent to the election in writing and acknowledge the
effect of such election.  An election shall not be considered made until it is
actually received by the Personnel Committee and unless such actual receipt
occurs prior to the Participant's death.  The amount of the lump sum payment
shall be the present value of the Participant's benefit determined under Section
3.1 using the interest rate and mortality assumptions set forth in Table I, and
if the election is made less than thirteen (13) months before the Participant's
termination of employment for reasons other than death, the lump sum payment
shall be reduced by 10% which shall be forfeited.

      4.2.2.   DEATH WITHIN 13 MONTH PERIOD. If a Participant dies less than
thirteen (13) months after making an election to receive a lump sum payment,
payment to the Participant's survivor shall be made in the form of a single lump
sum.  The amount of the lump sum payment shall be the present value of the
survivor's benefit determined under Section 3.2.1 using the interest rate and
mortality assumptions set forth in Table I.

      4.2.3.   ACCELERATION OF BENEFITS WITH FORFEITURE.  A Participant, 
survivor, joint annuitant or beneficiary who is receiving benefit payments 
under this Plan may at any time elect to receive the remaining benefit in a 
lump sum payment. The amount of the lump sum shall be the present value of 
the remaining benefit determined as of the last day of the month in which the 
election is received by the Personnel Committee using the interest rate and 
mortality assumptions set forth on Table I less 10% which shall be forfeited.

4.3.  TIMING.  Actual distribution of benefits from the Plan shall begin on or
as soon as administratively feasible after the last day of the month in which
the Benefit Starting Date 

                                         -7-
<PAGE>

occurs; provided, however, that lump sum payments pursuant to an election under
Section 4.2.3 shall be made on or as soon as administratively feasible after the
last day of the month following the month in which the request to accelerate
benefits is received by the Personnel Committee, and lump sum payments pursuant
to Section 6.1 shall be made as soon as administratively feasible after the Plan
termination.

4.4.  CHANGE IN CONTROL

      4.4.1.   IMMEDIATE VESTING.  In the event of a Change in Control as
defined in this Section, each employee who satisfies the eligibility
requirements of Section 2 on the day before the Change in Control shall be
immediately and fully vested in the benefit that would have been payable if the
employee had terminated employment on the day before the Change in Control and
in any additional benefit the employee accrues in this Plan following the Change
in Control.

      4.4.2.   DEFINITION.  For all purposes of this Plan, a "Change in Control"
shall have occurred if:

      (a)      any "person" as such term is used in section 13(d) and 14(d) of
               the Securities Exchange Act of 1934, as amended (the "Exchange
               Act") (other than Honeywell, any subsidiary of Honeywell, any
               "person" (as herein defined) acting on behalf of Honeywell 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
               Honeywell or any corporation owned, directly or indirectly, by
               the stockholders of Honeywell in substantially the same
               proportions as their ownership of stock of Honeywell), is or
               becomes the "beneficial owner" (as defined in Rule 13d-3 under
               the Exchange Act), directly or indirectly, or securities of
               Honeywell representing thirty percent (30%) or more of the
               combined voting power of Honeywell's then outstanding securities;

      (b)      during any period of not more than two consecutive years
               (including any period prior to the Effective Date), individuals
               who at the beginning of such period constitute the Board of
               Directors of Honeywell, and any new director (other than a
               director designated by a "person" who has entered into an
               agreement with Honeywell to effect a transaction described in
               Section 4.4.2 (a), (c) or (d)) whose election by the Board of
               Directors of Honeywell or nomination for election by Honeywell's
               stockholders was approved by a vote of at least two-thirds 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 Honeywell approve a merger or consolidation
               of Honeywell with any other corporation, other than (i) a merger
               or 

                                         -8-
<PAGE>

               consolidation which would result in the voting securities of
               Honeywell outstanding immediately prior thereto continuing to
               represent (either by remaining outstanding or by being converted
               into voting securities of the surviving entity)  more than fifty
               percent (50%) of the combined voting power of the voting
               securities of Honeywell or such surviving entity outstanding
               immediately after such merger or consolidation; or (ii) a merger
               or consolidation effected to implement a capitalization of
               Honeywell (or similar transaction) in which no "person"(as
               hereinabove defined) acquires more than thirty percent (30%) of
               the combined voting power of Honeywell's then outstanding
               securities; or

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

      4.4.3.   PAYMENTS AFTER CHANGE IN CONTROL.  Notwithstanding any provision
of this Plan to the contrary, during the period that begins on the date of a
Change in Control and ends on the last day of the thirty-sixth month that begins
after the month in which the Change in Control occurs, an employee who
terminates employment for "Good Reason" or is terminated by Honeywell without
"Cause" (as those terms are then defined in the Honeywell Key Employee Severance
Plan or its successor plan) or has a termination of employment due to Permanent
and Total Disability (as defined in the Base Plan) and who satisfies the
eligibility requirements of Section 2 on the date of such termination or would
have satisfied such requirements on or before the last day of such period but
for such termination shall receive a lump sum payment of benefits in this Plan
as soon as administratively feasible after such termination.  The lump sum shall
be the present value of the employee's benefit determined under Section 3.1 as
of such termination using the applicable interest rate and mortality assumptions
set forth in Table I.  Each Participant, survivor or beneficiary who is
receiving benefit payments from this Plan at the time of a Change in Control
shall receive a lump sum payment of remaining benefits as soon as
administratively feasible after the Change in Control.  Such lump sum shall be
the present value of the individual's remaining benefit determined as of the
date of the Change in Control using the applicable interest rate and mortality
assumptions set forth in Table I.

4.5.  TAXES.  All taxes which may be due with respect to any payments or
benefits under this Plan are the obligation of the Participant and not the
obligation of the Employer.  Notwithstanding any provision in this Plan to the
contrary, if all or a portion of a benefit in this Plan is determined to be
includable in an individual's gross income and subject to income tax at any time
prior to the time such benefit would otherwise be paid, that benefit or that
portion of a benefit shall be distributed to the individual.  For this purpose,
an amount is determined to be includable in an individual's gross income upon
the earliest of: (a) a final determination by the Internal Revenue Service
addressed to the individual which is not appealed, (b) a final determination of
by the United States Tax Court or any other federal court affirming an IRS
determination, or (c) an opinion addressed to Honeywell by the tax counsel for
Honeywell that, 

                                         -9-
<PAGE>

by reason of the Code, Treasury Regulations, published IRS rulings, court
decisions or other substantial precedent, the amount is subject to federal
income tax prior to payment.

4.6.  INCOMPETENCY.  When the Personnel Committee determines that an individual
to whom benefits are payable is unable to manage his or her financial affairs,
the Personnel Committee may pay such individual's benefits to a duly appointed
conservator or other legal representative of such individual or, if no prior
claim has been made by such a conservator or legal representative, to a person
or institution entrusted with the care or maintenance of the incompetent or
disabled individual if the Personnel Committee is satisfied that the payments
will be used for the best interest of such individual.  Any payment made in
accordance with this Section shall constitute a complete discharge or any
liability or obligation of the Employer and Plan.

                                         -10-
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                                     SECTION 5
                                          
                                  GENERAL MATTERS
                                          

5.1.  FUNDING.  All benefits under this Plan shall be paid exclusively from the
general assets of Honeywell.  No fund or trust shall be established apart from
the general assets of Honeywell for the purpose of this Plan and no assets or
property shall be segregated, pledged or set apart from the general assets of
Honeywell  for the purposes of funding this Plan.  Any person entitled to
benefits under this Plan shall be a general, unsecured creditor of Honeywell. 
The foregoing shall not preclude the establishment by Honeywell of a "rabbi
trust".

Notwithstanding the preceding paragraph, the Personnel Committee is authorized
(but not required) to cause Honeywell to fund all or a part of the benefits for
such Participant or Participants as it may select in its sole discretion from
time to time.  The Personnel Committee is authorized to select, appoint and
remove trustees, to enter into, amend and terminate trust agreements, to create
trust funds, to cause Honeywell to make contributions to such trust funds in
such amounts as the Personnel Committee may determine from time to time and to
take all other actions that it may determine to be necessary or helpful in
implementing the funding.  

5.2.  STATUS OF PARTICIPANT.  A Participant shall have no right, title, or
interest in or to any investments which Honeywell may make to aid it in meeting
the obligations of this Plan.  Nothing contained in this Plan, and no action
taken pursuant to its provisions shall create or be construed to create a trust
of any kind, or a fiduciary relationship between Honeywell and a Participant or
any beneficiary.  To the extent that any person acquires a right to receive
payments from Honeywell, such right shall be no greater than the right of an
unsecured creditor.

5.3.  SPENDTHRIFT PROVISION.  No Participant, surviving spouse, joint annuitant
or beneficiary shall have the power to transmit, assign, alienate, dispose of,
pledge or encumber any benefit payable under this Plan before its actual payment
to such person. Honeywell shall not recognize any such effort to convey any
interest under this Plan.  No benefit payable under this Plan shall be subject
to attachment, garnishment, execution following judgment or other legal process
before actual payment to such person.

5.4.  NO EMPLOYMENT CONTRACT.  This Plan shall not give any employee the right
to be retained in the employment of the Employer, shall not enlarge or diminish
any person's employment rights or rights or obligations under the Base Plan, and
shall not affect the right of the Employer to deal with any employees or
participants in employment respects, including, without limitation, their
hiring, discharge, compensation, and conditions of employment.

                                         -11-
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                                     SECTION 6
                                          
                             AMENDMENT AND TERMINATION
                                          

6.1.  AMENDMENT.  The Personnel Committee shall have the right to amend or
terminate the Plan at any time, for any reason, and without notice to any
affected person; provided, however, that, except with respect to automatic lump
sum payments and interest rate assumptions, the Plan may not be amended in any
manner that would adversely affect the benefit which would have been payable to
an employee if the employee had terminated employment on the day before the
amendment or that would reduce the benefit that is being paid to any person at
the time of the amendment.  If this Plan is terminated, each employee who
satisfies the eligibility requirements of Section 2 on the date the Plan is
terminated and each Participant, joint annuitant or beneficiary who is receiving
benefits under this Plan shall receive a lump sum payment of the accrued benefit
or remaining benefit, as applicable, in this Plan as soon as administratively
feasible after such Plan termination.  The lump sum shall be the present value
of the person's accrued benefit or remaining benefit as of the date the Plan is
terminated using the interest rate and mortality assumptions set forth in Table
I.

6.2.  CHANGE IN CONTROL.  Notwithstanding Section 6.1, for a period that begins
on the date of a Change in Control (as defined in Section 4) and ends on the
last day of the thirty-sixth month that begins after the month in which the
Change in Control occurs, the Plan may not be terminated or amended in any
manner whatsoever that would adversely affect the amount and form of benefits
payable under this Plan to an employee without the employee's consent.

6.3.  AMENDMENTS TO BASE PLAN.  It is specifically contemplated that the Base
Plan will, from time to time, be amended and possibly terminated.  All such
amendments and termination shall be given effect under this Plan as it is
expressly intended that this Plan shall not be restricted by the provisions of
the Base Plan as they exist on the Effective Date but shall be controlled by the
provisions of the Base Plan as of the date a benefit is determined under this
Plan.  

                                         -12-
<PAGE>

                                     SECTION 7
                                          
                             DETERMINATIONS AND CLAIMS
                                          

7.1.  DETERMINATIONS.  The Personnel Committee or any person to whom such
authority has been delegated pursuant to Section 8 shall interpret and
administer the terms and conditions of the Plan, decide all questions concerning
the eligibility of any persons to participate in the Plan, grant or deny
benefits under the Plan, construe any ambiguous provision of the Plan, correct
any defect, supply any omission, or reconcile any inconsistency as the Personnel
Committee or its delegatee, in its sole discretion, may determine.  The
determinations of the Personnel Committee or any authorized person shall,
subject only to the Plan's claims procedures, be final and binding on all
persons.

7.2.  CLAIMS PROCEDURE.

      7.2.1.   ORIGINAL CLAIM.  Any employee, former employee, joint or
contingent annuitant or beneficiary of the Participant may file with the
Personnel Committee a written claim for benefits under this Plan.  Within sixty
(60) days after the filing of such a claim, the Personnel Committee shall notify
the claimant in writing whether his claim is upheld or denied in whole or in
part or shall furnish the claimant a written notice describing specific special
circumstances requiring a specified amount of additional time (but not more than
one hundred twenty days from the date the claim was filed) to reach a decision
on the claim.  If the claim is denied in whole or in part, the Personnel
Committee shall state in writing:

      (a)      the specific reasons for the denial;

      (b)      the specific references to the pertinent provisions of this Plan
               on which the denial is based;

      (c)      a description of any additional material or information necessary
               for the claimant to perfect the claim and an explanation of why
               such material or information is necessary; and

      (d)      an explanation of the claims review procedure set forth in this
               section.

      7.3.2.   CLAIMS REVIEW PROCEDURE.  Within sixty (60) days after receipt of
notice that his or her claim has been denied in whole or in part, the claimant
may file with the Personnel Committee a written request for a review and may, in
conjunction therewith, submit written issues and comments.  Within sixty (60)
days after the filing of such a request for review, the Personnel Committee
shall notify the claimant in writing whether, upon review, the claim was upheld
or denied in whole or in part or shall furnish the claimant a written notice
describing specific special circumstances requiring a specified amount of
additional time (but not more than one hundred twenty days from the date the
request for review was filed) to reach a decision on the request for review.

                                         -13-
<PAGE>

      7.3.3.   GENERAL RULES.

      (a)      No inquiry or question shall be deemed to be a claim or a request
               for a review of a denied claim unless made in accordance with the
               claims procedure.  The Personnel Committee may require that any
               claim for benefits and any request for a review of a denied claim
               be filed on forms to be furnished by the Personnel Committee upon
               request.

      (b)      All decision on claims and on requests for a review of denied
               claims shall be made by the Personnel Committee.

      (c)      The Personnel Committee may, in its discretion, hold one or more
               hearings on a claim or a request for a review of a denied claim.

      (d)      Claimants may be represented by a lawyer or other representative
               (at their own expense), but the Personnel Committee reserves the
               right to require the claimant to furnish written authorization. 
               A claimant's representative shall be entitled to receive copies
               of notices sent to the claimant.

      (e)      The decision of the Personnel Committee on a claim and on a
               request for a review of a denied claim shall be served on the
               claimant in writing.  If a decision or notice is not received by
               a claimant within the time specified, the claim or request for a
               review of a denied claim shall be deemed to have been denied.

      (f)      Prior to filing a claim or a request for a review of a denied
               claim, the claimant or his representative shall have a reasonable
               opportunity to review a copy of this Plan statement and all other
               pertinent documents in the possession of Honeywell and the
               Personnel Committee.

                                         -14-
<PAGE>

                                     SECTION 8
                                          
                                PLAN ADMINISTRATION
                                          

8.1.  EMPLOYER.  Functions generally assigned to the Employer shall be
discharged by the officers of Honeywell or delegated and allocated as provided
herein.  Honeywell may, by action of the Personnel Committee, delegate or
redelegate and allocate and reallocate to one or more persons or to a committee
of persons jointly or severally, and whether or not such persons are directors,
officers or employees, such functions assigned to the Employer hereunder as it
may from time to time deem advisable.

8.2.  PERSONNEL COMMITTEE.  The general administration and operation of this
Plan shall be by the Personnel Committee, which shall consist of such members as
may be determined and appointed from time to time by the Honeywell's Board of
Directors, and who shall serve at the pleasure of the Board of Directors.  The
Personnel Committee may delegate or redelegate to one or more persons, jointly
or severally, and whether or not such persons are members of the Personnel
Committee or employees of Honeywell, such functions assigned to the Personnel
Committee hereunder as it may from time to time deem advisable.

8.3.  METHOD OF EXECUTING INSTRUMENTS.  Information to be supplied or written
notices to be made or consents to be given by the Employer or the Personnel
Committee, as applicable, pursuant to any provision of this Plan may be signed
in the name of the Employer or the Personnel Committee by any officer or by any
employee or any member of any committee who has been authorized to make such
certification and to give such notices or consents.

8.4.  CONFLICT OF INTEREST.  If any officer or employee of Honeywell, any
member of the Board of Directors of Honeywell or any member of the Personnel
Committee to whom authority has been delegated or redelegated hereunder shall
also be a Participant in this Plan, he or she shall have no authority as such
officer, employee or member with respect to any matter specially affecting his
or her individual interest hereunder (as distinguished from the interests of all
Participants and or a broad class of Participants), all such authority being
reserved exclusively to the other officers, employees or members, as the case
may be, to the exclusion of such Participant, and such Participant shall act
only in his or her individual capacity in connection with any such matter.

8.5.  PLAN ADMINISTRATOR.  The Personnel Committee shall be the administrator
for purposes of section 3(16)(A) of  ERISA.

8.6.  SERVICE OF PROCESS.  In the absence of any designation to the contrary by
the Personnel Committee, Keith D. Ross, Associate General Counsel, Honeywell
Inc. is designated as the appropriate and exclusive agent for the receipt of
service or process directed to the Plan in any legal proceeding, including
arbitration, involving the Plan.

8.7.  CONSTRUCTION.  This Plan is intended to be a nonqualified deferred
compensation arrangement.  The rules of section 401(a) ET. SEQ. of the Code
shall not apply to this Plan.  This 

                                         -15-
<PAGE>


Plan is adopted with the understanding that it is in part an unfunded excess
benefit plan within the meaning of section 3(36) ERISA and is in part an
unfunded plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees as
provided in sections 201(2), 301(3) and 401(a)(1) of ERISA.  Each provision
hereof shall be interpreted and administered accordingly. This Plan shall not
provide any benefits with respect to any defined contribution plan. This Plan
shall be construed to prevent the duplication of benefits provided under any
other plan or arrangement, whether qualified or nonqualified, funded or
unfunded, to the extent that such other benefits are provided directly or
indirectly by the Honeywell. 

                                         -16-
<PAGE>

                                      TABLE I
                                          
                    ACTUARIAL ASSUMPTIONS FOR LUMP SUM PAYMENTS
                                          
Before a Change in Control (as defined in Section 4.4.2), the assumptions shall
be:
<TABLE>
<S>                           <C>
               Interest:      8 1/2 % per annum discount rate

               Mortality:     1983 Group Annuity Mortality Table for Healthy
                              Males
</TABLE>

Upon and after a Change in Control, for individuals who receive an automatic
lump sum payments under Section 4.4.3, the assumptions shall be whichever of the
following results in the greater benefit: (i) the assumptions stated above which
applied before the Change in Control, or (ii) the interest rate and mortality
assumptions being used in the Base Plan at such time to determine lump sum
payments.  For all other individuals, the assumptions shall be the assumptions
which applied before the Change in Control.

                                         -17-
<PAGE>

                                      TABLE II
                                          
                              VESTED ACCRUED BENEFITS
                                          
                                          
For purposes of Section 3.3, the accrued benefits of the following individuals
are vested to the extent shown below:

<TABLE>
<CAPTION>
      NAME                                        LIFE ANNUITY
<S>                                <C>
Bonsignore, Michael R.             $ 12,338.72 per month payable at age 66
Rosso, Jean Pierre P.              $  2,771.88 per month payable at age 66
</TABLE>





                                         -18-