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HONEYWELL NON-EMPLOYEE DIRECTORS FEE AND STOCK UNIT PLAN


     1.   PURPOSE OF THE PLAN.  The purpose of the Honeywell Non-Employee
Directors Fee and Stock Unit Plan ("Plan") is to grant Awards of Stock Units to
non-employee directors of the Company in order to align their compensation with
the equity interests of the Company's stockholders.  The Plan provides for
compensation through the payment of Directors' Annual Retainer and Meeting Fees
in cash or Stock Units, or for the deferral of such fees.  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.

     2.  DEFINITIONS.

     "Alliant Restricted Stock" shall mean Restricted Stock (as defined in the
Prior Plans) of Alliant Techsystems, Inc. 

     "Annual Meeting" shall mean an annual meeting of stockholders of the
Company.

     "Annual Retainer" shall mean the retainer fee, established by the Board,
paid to a Director for services on the Board for a Director Year.

     "Award" shall mean an award of Stock Units pursuant to the Plan.

     "Board" shall mean the Board of Directors of the Company.

     "Canadian Director" shall mean a Director who is a citizen of Canada.

     "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 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

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          (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, 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 securties; 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).

     "Change in Control Price" of the Stock shall equal the higher of (i) if
applicable, the price paid for the Stock in the transaction constituting Change
in Control and (ii) the reported closing price of the Stock on the New York
Stock Exchange on the last trading day preceding the date of the Change in
Control.

     "Committee" shall mean the Nominating and Governance Committee of the Board
or such other committee as may be designated by the Board.

     "Company" shall mean Honeywell Inc.

     "Company Restricted Stock" shall mean Restricted Stock (as defined in the
Prior Plans) of the Company.

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     "Deferred Account" shall mean the account established and maintained by the
Company for specified deferrals by a Director in accordance with Section 5(c).

     "Director" shall mean a non-employee director of the Company.

     "Director Year" shall mean the fiscal year commencing on the date of the
Company's Annual Meeting and ending on the date immediately preceding the next
Annual Meeting.

     "Dividend Equivalent Rights" shall mean a right, described in Section 7
hereof, of a holder of Stock Units with respect to certain dividends paid on
outstanding shares of Stock.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     "Fair Market Value" of the Stock on a particular date shall equal the
average of the reported closing prices for the Stock on the New York Stock
Exchange for the ten (10) consecutive trading days immediately preceding such
date.

     "Fees" shall mean the sum, for any Director Year, of the Annual Retainer,
the Meeting Fees and Per Diem Fees, if any.

     "Meeting Fees" shall mean the fees, established by the Board, paid to a
Director for attending a meeting of the Board or a committee of the Board.  This
term shall include all fees paid to a Director for extraordinary or special
Board and/or committee meetings.

     "Per Diem Fee" shall mean a fee, established by the Board, authorized by
the Chief Executive Officer of the Company, in his or her sole discretion, to a
Director who is asked to work on Board issues for a significant part of a day
outside of normal Board or committee meetings.

     "Prior Plans" shall mean the Honeywell Restricted-Stock Retirement Plan for
Non-Employee Directors and the Honeywell Inc. Compensation Plan for Outside
Directors.

     "Rule 16b-3" shall mean Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.

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     "Stock" shall mean shares of Common Stock, par value $1.50 per share, of
the Company.

     "Stock Unit" shall mean a right to receive payment, in accordance with the
conditions set forth herein, of the Fair Market Value of a share of Stock.

     "Termination Date" shall mean the date the Director's service on the Board
terminates for any reason.

     3.  STOCK SUBJECT TO THE PLAN.  The maximum number of shares of Stock
reserved for issuance pursuant to the Plan shall be 300,000 shares, subject to
adjustment as provided in Section 11 of the Plan.

     4.  ANNUAL STOCK UNIT AWARDS. On the date of each Annual Meeting,
commencing with the 1996 Annual Meeting, each person who has served as a
Director during the preceding Director Year shall receive an Award of Stock
Units (including fractional Stock Units) with respect to Stock having a Fair
Market Value equal to one-half the Fees earned by the Director for the
immediately preceding Director Year.

     5.  FEES. Each Director shall be entitled to receive Fees with respect to
each Director Year in accordance with the provisions of this Section 5.  Each
Director shall be given an opportunity by the Company on an annual basis to
elect ("Annual Election") to receive his or her Annual Retainer and Meeting
Fees: (i) in cash, (ii) in Stock Units, or (iii) in a combination of cash and
Stock Units.  In addition a Director may elect to defer receipt of the Annual
Retainer and Meeting Fees that the Director has the opportunity to earn during
the next succeeding Director Year, which would otherwise be payable in cash.  

          (a) The Annual Election must be in writing and shall be delivered to
     the Secretary of the Company no later than the tenth day preceding the date
     of the Annual Meeting.  (The Annual Election shall be irrevocable after the
     tenth day preceding the date of the Annual Meeting.)  The Annual Election
     shall specify the applicable percentage of the Annual Retainer and Meeting
     Fees that such Director elects to receive in cash, or Stock Units, or to
     defer.

          (b) If a Director elects to receive Fees in cash, cash payment for the
     Annual Retainer shall be paid as soon as practicable after the beginning of
     a Director Year, and cash payment for Meeting Fees shall be paid as soon as
     practicable after a meeting.  If a Director elects to receive Stock Units
     in lieu of all or a portion of the Annual Retainer, the Director shall
     receive Stock Units (including fractional Stock Units) with respect to
     Stock having a

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     Fair Market Value (on the date of the Company's Annual Meeting) equal to
     110% of the portion of the Annual Retainer payable in Stock Units.  If a
     Director elects to receive Stock Units in lieu of all or a portion of the
     Meeting Fees, then with respect to all meetings occurring within a calendar
     quarter, the Director shall receive Stock Units (including fractional Stock
     Units) with respect to Stock having a Fair Market Value (determined  as of
     the last trading day for such quarter) equal to 110% of the portion of such
     Meetings Fees payable in Stock Units.  

          (c) If a Director elects to defer all or a portion of the Fees, such
     deferred Fees shall be credited to the Deferred Account established for
     each Director.  Interest shall be credited to each Deferred Account
     annually, as of December 31, and at the time of distribution of the entire
     balance of the Deferred Account, on the daily average balance of such
     Deferred Account for such year or portion thereof at an interest rate equal
     to 120% of the long-term Applicable Federal Rate.

          (d) Any person who becomes a Director following an Annual Meeting,
     whether by appointment or election as a director (or by change in status
     from a full-time employee), shall receive an Annual Retainer prorated for
     the balance of that Director Year.  In the event a Director voluntarily
     resigns from the Board during a Director Year, (i) the Director shall
     return to the Company any cash payment covering the prorated portion of the
     Annual Retainer for the balance of that Director Year, (ii) any Stock Units
     awarded, and any Fees credited to the Deferred Account, in respect of the
     prorated portion of the Annual Retainer for the balance of that Director
     Year shall be forfeited.  No return of any portion of the Annual Retainer
     shall be required in the event a Director leaves the Board as the result of
     retirement, incapacity or death.

     6.  CONVERSION OF PRIOR AWARDS. As of the Effective Date, all Company
Restricted Stock and all Alliant Restricted Stock outstanding under the Prior
Plans which is held by Directors who are not Canadian Directors shall be
cancelled.  Each Director who, immediately prior to the Effective Date, holds
Company Restricted Stock or Alliant Restricted Stock, which shall be cancelled
in accordance with the immediately preceding sentence, shall receive, in
consideration for such cancellation, an Award of Stock Units with respect to the
number of shares of Stock equal to the sum of (i) number of such Director's
cancelled Company Restricted Stock and (ii) the total value, as of the Effective
Date, of the stock underlying such Director's Alliant Restricted Stock divided
by the Fair Market Value per share of Stock on the Effective Date.  Prior to the
Effective Date (but in no event later than the tenth day preceding the Effective
Date), each Director may elect to cancel, as of the Effective Date, all or a
portion

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of such Director's Fees then held in the Director's deferred compensation
account under the Prior Plans in exchange for an Award of Stock Units with
respect to the number of shares of Stock equal to the amount so cancelled
divided by the Fair Market Value per share of Stock on the Effective Date.  Any
such election shall be irrevocable.

     7.  DIVIDEND EQUIVALENT RIGHTS.  Outstanding Stock Units shall be credited
with Dividend Equivalent Rights based upon dividends paid on outstanding shares
of Stock between the date such Stock Units are granted and the date of payment
in respect of such Stock Units.  Such Dividend Equivalent Rights, once credited,
shall be converted into an equivalent number of Stock Units (including
fractional Stock Units).  If a dividend is paid in cash, each Director shall be
credited, as of each dividend payment date, in accordance with the following
formula:
(A x B) / C
in which "A" equals the number of Stock Units held by the Director on the
dividend payment date, "B" equals the cash dividend per share and "C" equals the
Fair Market Value per share of Stock on the dividend payment date.  If a
dividend is paid in property other than cash, Dividend Equivalent Rights shall
be credited, as of the dividend payment date, in accordance with the formula set
forth above, except that "B" shall equal the fair market value per share of the
property which the Director would have received in respect of the number of
shares of Stock equal to the number of Stock Units held by the Director as of
the dividend payment date, had such shares been owned as of the record date for
such dividend.

     8.  TIME OF PAYMENT.  Unless otherwise provided herein, all payments in
respect of a Director's Stock Units and in settlement of a Director's Deferred
Account shall be made as soon as practicable after the earlier of:

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

          (II) the Termination Date;

provided, however, that no payment in respect of a Canadian Director's Stock
Units and in settlement of a Canadian Director's Deferred Account shall be made
prior to such Canadian Director's Termination Date.

     9.  FORM OF PAYMENT.

          (a) Except as described in Section 9 (c), payment in respect of Stock
     Units shall be made in Stock.

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          (b) Payment in settlement of the Director's Deferred Account shall be
     made in cash.

          (c) Any payment made upon an occurrence of a Change in Control,
     whether in respect of Stock Units or in settlement of the Deferred Account
     (including Stock Units of Deferred Accounts with respect to which one or
     more installment payments have previously been made), shall be made in a
     single lump sum cash payment.   For purposes of the preceding sentence, the
     amount of cash delivered in full or partial payment of Stock Units shall
     equal the Change in Control Price of the number of shares of Stock relating
     to the Stock Units with respect to which such cash payment is being made.

          (d)  Except as described in sections 9(c) or 17, payments with respect
     to Stock Units or in settlement of Deferred Accounts shall be paid in
     annual installments over a specified period of time or in a lump sum, all
     at such time and over such period as the Director may elect and subject to
     change from time to time; provided however, that unless determined
     otherwise by the Committee, no such election, change or revocation will be
     given effect if it is made less than one year in advance of the Director's
     Termination Date; and, provided, further that any payment with respect to a
     Canadian Director's Stock Units or in settlement of a Canadian Director's
     Deferred Accounts shall be made in a single lump sum as soon as practicable
     after, and in any case in the same calendar year as, the Termination Date.

          (e) The Company shall not issue fractions of shares.  Whenever under
     the terms of the Plan, a fractional share would otherwise be required to be
     issued, the Director shall be paid in cash for such fractional share.

     10.  STATEMENT OF ACCOUNT.  Each director shall receive an annual statement
showing the number of Stock Units that have been awarded to the director under
the Plan.

     11.  CHANGE IN CAPITAL STRUCTURE.  In the event of any change in the Stock
by reason of any stock dividend, split, combination of shares, exchange of
shares, warrants or rights offering to purchase Stock at a price below its fair
market value, reclassification, recapitalization, merger, consolidation or other
change in capitalization, appropriate adjustment shall be made by the Committee 
in the number and kind of shares subject to the Plan and any other relevant
provisions of the Plan, whose determination shall be binding and conclusive on
all persons.

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     12.  NONTRANSFERABILITY.  Unless determined otherwise by the Committee,
Stock Units shall not be transferable by a Director except by will or the laws
of descent and distribution.

     13.  RIGHTS.  Except to the extent otherwise set forth herein, the
Directors shall not have any of the rights of a stockholder with respect to the
Stock Units.

     14.  ADMINISTRATION OF THE PLAN.  The Plan shall be administered by the
Committee.  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 Stock Units 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.

     15.  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 or with respect to any Fees previously earned.

     16.  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.

     17.  PAYMENTS UPON DEATH. In the event of a Director's death, payments with
respect to any Stock Units or in settlement of any Deferred Account (including
Stock Units or Deferred Account with respect to which one or more installment
payments have previously been made) shall be made in a single lump sum  payment
(in Stock with respect to the Stock Units and in cash with respect to the
Deferred Account) to the beneficiary designated by the Director (which
beneficiary, for any Canadian Director, must be a relative or a dependent of the
Canadian Director), or in the absence of an executed beneficiary form, to the
person legally entitled thereto, as designated under his or her will, or to such
heirs as determined under the laws of intestacy for the state of his or her
domicile. 

     18.  GOVERNING LAW.  The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Minnesota.