Annual Executive Incentive Compensation Plan – United Technologies Corp.

                   UNITED TECHNOLOGIES CORPORATION
             ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN

                             AMENDMENT 1

  VI. COVERED EMPLOYEE PERFORMANCE POOL

  A.  INTRODUCTION.  The Covered Employee Performance Pool shall be added to
the Annual Incentive Plan, effective January 1, 1995, for the purpose of
establishing a fund from which annual incentive awards to the Corporation's
Chief Executive Officer and four other most highly compensated executives
who are considered 'covered employees' within the meaning of Internal
Revenue Code Section 162(m) shall be paid.  The five individuals who will
participate in the Covered Employee Performance Pool shall be determined as
of the last day of each fiscal year and shall be referred to as the
'Performance Pool Participants.'  The Covered Employee Performance Pool
shall be the exclusive source of Annual Incentive Plan Awards for
Performance Pool Participants. In no event will a Performance Pool
Participant be eligible to receive an Annual Incentive Award from either the
Corporate Fund or the Operating Unit Funds.

  B.  DEFINITIONS.  For purposes of this Section VI the following terms
shall have the following meanings:

      Committee means the Corporation's Board of Directors Committee on
      Compensation and Executive Development.

      Adjusted Net Income means, for each fiscal year of the Corporation,
      net income reported on its consolidated financial statement included
      in its Annual Report on Form 10-K for such year, adjusted to
      eliminate:  (i) restructuring charges to the extent they are
      separately disclosed in the Corporation's Annual Report; (ii) the
      effects of changes in accounting principles; and (iii) 'extraordinary
      items' determined under generally accepted accounting principles.

  C.  ALLOCATIONS TO THE COVERED EMPLOYEE PERFORMANCE POOL

      (i)  Aggregate Annual Allocation.

           Each year an amount equal to 0.75% of the Corporation's Adjusted
           Net Income shall be allocated to the Covered Employee Performance
           Pool.  Such amount is the maximum amount that may be distributed
           from the Covered Employee Performance Pool to the Performance
           Pool Participants.

      (ii) Allocation of Individual Awards.

           Each year the maximum award payable to a Performance Pool
           Participant shall be as follows: the Chief Executive Officer -
           30% of the amount allocated to the Covered Employee Performance
           Pool; and the four other Covered Employee Pool Participants -
           17.5% of the amount allocated to the Covered Employee Performance
           Pool.

  D.   Discretion to Reduce Annual Incentive Plan Awards for Performance
Pool Participants.


      Performance Pool Participants will be eligible to receive Annual
      Incentive Plan Awards with respect to each year for which an amount is
      allocated to the Covered Employee Performance Pool.  The Committee
      may, in its sole discretion, reduce the amount of any Performance Pool
      Participant's Annual Incentive Plan Award, taking into account such
      factors as it deems relevant, including, without limitation: (i)  the
      Corporation's Adjusted Net Income; (ii)  other significant financial
      or strategic achievements during the year; (iii)  its subjective
      assessment of each Performance Pool Participant's overall performance
      for the year; and (iv)  information about compensation practices at
      other peer group companies for the purpose of evaluating competitive
      compensation levels so that the Committee may determine that the
      amount of the annual incentive award is within the targeted
      competitive compensation range of the Corporation's executive
      compensation program.

      The Committee shall determine the amount of any reduction in a
      Performance Pool Participant's Award on the basis of the foregoing and
      other factors it deems relevant and shall not be required to establish
      any allocation or weighting formula with respect to the factors it
      considers.  The Committee shall have no obligation to disburse the
      full amount allocated to the Covered Employee Performance Pool.
      Amounts allocated but not actually disbursed to a Performance Pool
      Participant may not be re-allocated to other Performance Pool
      Participants or utilized for awards in respect of other years.  In no
      event shall any Performance Pool Participant's Annual Incentive Plan
      Award exceed the amount allocated to the Covered Employee Performance
      Pool with respect to such Participant.

  E.  ADMINISTRATION.  The Committee shall have exclusive authority to
      interpret this Section VI and to administer the Covered Employee
      Performance Pool.  The Committee shall be responsible for certifying
      the amount of Adjusted Net Income to be allocated to the Covered
      Employee Pool each year.  The Committee shall rely on such financial
      information and other materials as it deems necessary and appropriate
      to certify the amount of Adjusted Net Income to be allocated to the
      Covered Employee Performance Pool.  The Committee shall administer the
      Covered Employee Performance Pool so that Annual Incentive Plan Awards
      paid therefrom will meet the requirements of 'performance-based
      compensation' as defined in Code Section 162(m).

  F.  AMENDMENT.  The Committee shall have the authority to amend the Annual
      Incentive Plan, provided however, that the Committee may not amend the
      Annual Incentive Plan after the first 90 days of any award year in a
      manner that would, directly or indirectly:  (i)  change the method of
      calculating the amount allocated to the Covered Employee Performance
      Pool for that year; (ii)  increase the maximum award payable to any
      Performance Pool Participant for that year; or (iii)  remove the
      amendment restriction set forth in this sentence with respect to that
      year.