Board of Directors Deferred Stock Unit Plan - United Technologies Corp.

                 UNITED TECHNOLOGIES CORPORATION

                       BOARD OF DIRECTORS

                    DEFERRED STOCK UNIT PLAN


                    Effective January 1, 1996


                 UNITED TECHNOLOGIES CORPORATION
                    DEFERRED STOCK UNIT PLAN

                        Table of Contents

                                                           Page
ARTICLE I INTRODUCTION
           1.01 Purpose of Plan                             1
           1.02 Effective Date of Plan                      1

ARTICLE II DEFINITIONS                                      2

ARTICLE III CREDITS
           3.01 Transition Credits                          4
           3.02 Automatic Credits                           4
           3.03 Elective Credits                            4

ARTICLE IV ACCOUNTS AND INVESTMENTS
           4.01 Accounts                                    6
           4.02 Stock Units                                 6
           4.03 Hypothetical Nature of Accounts and         8
                Investments

ARTICLE V PAYMENTS
           5.01 Entitlement to Payment                      9
           5.02 Payment Commencement Date                   9
           5.03 Form and Amount of Payment                  9

ARTICLE VI ADMINISTRATION
           6.01 In General                                 11
           6.02 Plan Amendment and Termination             11     
           6.03 Reports to Participants                    12
           6.04 Delegation of Authority                    12

ARTICLE VII MISCELLANEOUS

           7.01 Rights Not Assignable                      13
           7.02 Certain Rights Reserved                    13
           7.03 Withholding Taxes                          14
           7.04 Incompetence                               14
           7.05 Inability to Locate Participants           14
                and Beneficiaries
           7.06 Successors                                 15
           7.07 Usage                                      15
           7.08 Severability                               15
           7.09 Governing Law                              16


                              ARTICLE I
                             INTRODUCTION

1.01 Purpose of Plan

     The purpose of the Plan is to enhance the Company's ability to attract and

retain nonemployee members of the Board whose training, experience and ability

will promote the interests of the Company and to directly align the interests of

such nonemployee Directors with the interests of the Company's shareowners by

providing compensation based on the value of UTC Common Stock.   The Plan is

designed to permit such nonemployee directors to defer the receipt of all or a

portion of the cash compensation otherwise payable to them for services to the

Company as members of the Board.


1.02 Effective Date of Plan

     Except as otherwise provided by Section 3.01, the Plan shall apply only to

a Participant's annual Director's retainer Fees with respect to service on and

after January 1, 1996.


                           ARTICLE II

                           DEFINITIONS


     Unless the context clearly indicates otherwise, the following terms, when

used in capitalized form in the Plan, shall have the meanings set forth below:
     
     Account shall mean a bookkeeping account established for a Participant

under Section 4.01.

     Article shall mean an article of the Plan.

     Beneficiary shall mean a Participant's beneficiary, designated in writing

and in a form and manner satisfactory to the Committee, or if a Participant

fails to designate a beneficiary, or if the Participant's designated Beneficiary

predeceases the Participant, the Participant's estate.

     Board shall mean the Board of Directors of the Company.

     Closing Price shall mean, with respect to any date specified by the Plan,

the closing price of UTC Common Stock on the composite tape of New York Stock

Exchange issues (or if there was no reported sale of UTC Common Stock on such

date, on the next preceding day on which there was such a reported sale).

     Committee shall mean the Nominating Committee of the Board.

     Company shall mean United Technologies Corporation.


     Director's Fees shall mean the annual retainer fee payable to a Participant

for services to the Company as a member of the Board.  Director's Fees do not

include special meeting fees.

     Participant shall mean each member of the Board (other than a member of the

Board who is also an employee of the Company or a subsidiary thereof) who is or

becomes a member of the Board on or after January 1, 1996.

     Payment Anniversary Date shall mean an anniversary of the Payment

Commencement Date.

     Payment Commencement Date shall mean the first business day of the first

month following the month in which the Participant terminates service as a

member of the Board.

     Plan shall mean this United Technologies Corporation Board of Directors

Deferred Stock Unit Plan, as set forth herein and as amended from time to time.

     Plan Year shall mean the calendar year.

     Section shall mean a section of the Plan.

     Stock Unit shall mean a hypothetical share of UTC Common Stock as described

in Section 4.02.

     UTC Common Stock shall mean the common stock of the Company.


                           ARTICLE III

                             CREDITS

3.01 Transition Credits

     As soon as practicable on or after January 1, 1996, the Company shall

credit to the Account of each Participant a number of Stock Units determined in

accordance with the schedules set forth in Appendix I and Appendix II to the

Plan.  The credits set forth in Appendix I shall be provided in lieu of any

benefits to which the Participant otherwise would have been entitled under the

United Technologies Corporation Directors Retirement Plan as of its termination

on December 31, 1995.   The credits set forth in Appendix II shall be provided

in lieu of any benefits to which the Participant otherwise would be entitled

under certain deferred compensation arrangements entered into prior to January

1, 1996.   The number of units set forth in Appendix II shall equal the number

of tax deferred stock units (if any) credited to the Participant under any such

prior deferred compensation arrangement, determined as of December 31, 1995.

3.02 Automatic Credits

     As of the beginning of each Plan Year, the Company shall credit Stock Units

to each Participant's Account equal in value to 60% of the Participant's

Director's Fees for the Plan Year, as determined in accordance with Section

4.02(a)(1).

3.03 Elective Credits

     A Participant may elect, with respect to each Plan Year, to defer the

entire portion (but not a partial portion) of the 40% of the Participant's


Director's Fees that are not automatically deferred in accordance with Section

3.02 and that otherwise would be paid to the Participant in cash.  If the

Participant makes such an election, the Company shall credit Stock Units to the

Participant's Account equal in value to 40% of the Participant's Director's Fees

for the Plan Year, as determined in accordance with Section 4.02(a)(1), as of

the beginning of the Plan Year with respect to which the election is made (or,

if later, as of the first day in the Plan Year on which the individual becomes a

Participant).   An election under this Section 3.03 shall be made in a form and

manner satisfactory to the Committee and shall be effective for a Plan Year only

if made before the beginning of the Plan Year; provided that an individual who

becomes a Participant after the first day of a Plan Year may make the election

for that Plan Year within 30 days of becoming a Participant.


                           ARTICLE IV

                    ACCOUNTS AND INVESTMENTS

4.01 Accounts

      A separate Account under the Plan shall be established for each

Participant.  Such Account shall be (a) credited with the amounts credited in

accordance with Article Ill, (b) credited (or charged, as the case may be) with

the investment results determined in accordance with Section 4.02, and (c)

charged with the amounts paid by the Plan to or on behalf of the Participant in

accordance with Article V.  Within each Participant's Account, separate

subaccounts shall be maintained to the extent the Committee determines them to

be necessary or useful in the administration of the Plan.

4.02 Stock Units

      (a)    Deemed Investment in UTC Common Stock.   Except as provided in

subsection  (b), below, a Participant's Account shall be treated as if it were

invested in Stock Units that are equivalent in value to the fair market value of

shares of UTC Common Stock in accordance with the following rules:

      (1)     Conversion into Stock Units.           Any Director's Fees

     credited to a Participant's Account for a Plan Year under Section 3.02 or

     3.03 shall be converted into Stock Units (including fractional Stock Units)

     by dividing the amount credited by the Closing Price on the first business

     day of the Plan Year; provided that in the case of an individual who

     becomes a Participant after the first day of a Plan Year, the Closing 

     Price


     shall be determined as of the day on which the individual becomes a

     Participant.

     (2)     Deemed Reinvestment Of Dividends.    The number of Stock Units

     credited to a Participant's Account shall be increased on each date on

     which a dividend is paid on UTC Common Stock.   The number of additional

     Stock Units credited to a Participant's Account as a result of such

     increase shall be determined by (i) multiplying the total number of Stock

     Units (excluding fractional Stock Units) credited to the Participant's

     Account immediately before such increase by the amount of the dividend paid

     per share of UTC Common Stock on the dividend payment date, and (ii)

     dividing the product so determined by the Closing Price on the dividend

     payment date.

      (3)     Conversion Out of Stock Units.      The dollar value of the Stock

     Units credited to a Participant's Account on any date shall be determined

     by multiplying the number of Stock Units (including fractional Stock Units)

     credited to the Participant's Account by the Closing Price on that date.

      (4)     Effect of Recapitalization.    In the event of a transaction or

     event described in this paragraph (4), the number of Stock Units credited

     to a Participant's Account shall be adjusted in such manner as the

     Committee, in its sole discretion, deems equitable.   A transaction or

     event is described in this paragraph (4) if (i) it is a dividend (other

     than regular quarterly dividends) or other distribution (whether in the

     form of cash, shares, other securities, or other  property), extraordinary

     cash dividend, recapitalization, stock split, reverse stock split

     reorganization, merger, consolidation, split-up, spin-off, repurchase, or

     exchange of shares or other securities, the issuance or exercisability of


     stock purchase rights, the issuance of warrants or other rights to purchase

     shares or other securities, or other similar corporate transaction or event

     and (ii) the Committee determines that such transaction or event affects

     the shares of UTC Common Stock, such that an adjustment pursuant to this

     paragraph (4) is appropriate to prevent dilution or enlargement of the

     benefits or potential benefits intended to be made available under the

     Plan.

                (b)     Change in Deemed Investment Election.    A Participant

who elects to receive distribution of his or her Accounts in annual installments

will continue to have such Account credited with Stock Units during the

installment period unless the Participant irrevocably elects to have his or her

Account treated, as of the Payment Commencement Date, as if the Account were

invested in cash.   If a Participant makes such election, the Account will be

credited with a rate of interest equal to the average interest rate on 10-Year

Treasury Bonds as of the January through October Period in the calendar year

prior to the Plan Year in which the interest is credited, plus 1%.   An election

under this subsection (b) shall be made in a form and manner satisfactory to the

Committee and shall be effective only if made before the Payment Commencement

Date.

4.03   Hypothetical Nature of Accounts and Investments

     Each Account established under this Article IV shall be maintained for

bookkeeping purposes only.   Neither the Plan nor any of the Accounts

established under the Plan shall hold any actual funds or assets.  The Stock

Units established hereunder shall be used solely to determine the amounts to be

paid hereunder, shall not be or represent an equity security of the Company,

shall not be convertible into or otherwise entitle a Participant to acquire an


equity security of the Company and shall not carry any voting or dividend

rights.


                            ARTICLE V

                            PAYMENTS

5.01    Entitlement to Payment

     Credits to a Participant's Account under Section 3.02 or 3.03 shall be in

lieu of payment to the Participant of the related Director's Fees.  Any payment

under the Plan with respect to an Account shall be made solely in cash and as

further provided in this Article V.  The right of any person to receive one or

more payments under the Plan shall be an unsecured claim against the general

assets of the Company.

5.02 Payment Commencement Date

     Payments to a Participant with respect to the Participant's Account shall

begin as of the Participant's Payment Commencement Date; provided that if a

Participant dies before the Participant's Payment Commencement Date, payment of

the entire value of the Participant's Account shall be made in a lump sum to the

Participant's Beneficiary as soon as practicable after the Committee receives

all documents and other information that it requests in connection with the

payment.

5.03 Form and Amount of Payment

     (a) Fifteen Annual Installments.  A Participant shall receive his or her

benefits in 15 annual installments unless the Participant elects to receive his

or her benefits under the Plan in the form of a lump-sum payment or in less 

than


15 annual installments in accordance with subsection (b), below.  Annual

installments shall be payable to the Participant in cash beginning as of the

Payment Commencement Date and continuing as of each Payment Anniversary Date

thereafter until all installments have been paid. The first annual installment

shall equal one- fifteenth (1/15th) of the value of the Stock Units credited to

the Participant's Account, determined as of the Payment Commencement Date.  Each

successive annual installment shall equal the value of the Stock Units credited

to the Participant's Account, determined as of the Payment Anniversary Date,

multiplied by a fraction, the numerator of which is one, and the denominator of

which is the excess of 15 over the number of installment payments previously

made (i.e., 1/14th, 1/13th, etc.).  If the Participant dies after the

Participant's Payment Commencement Date but before all 15 installments have been

paid, the remaining installments shall be paid to the Participant's Beneficiary

in accordance with the schedule in this subsection (a).

     (b) Lump Sum, or Less Than 15 Annual Installments.     A Participant may

elect to receive his or her benefits under the Plan in the form of a lump-sum

payment or in two to fourteen installments in lieu of the fifteen installment

payments determined under subsection (a), above.  The lump sum shall be payable

to the Participant in cash as of the Payment Commencement Date and shall equal

the value of the Stock Units credited to the Participant's Account, determined

as of the Payment Commencement Date.  Installments shall be paid in the manner

set forth in subsection (a) above, except that for purposes of determining the

amount of the first annual installment, the denominator of the fraction shall

equal the number of scheduled annual installments.  An election under this

subsection (b) shall be made in a form and manner satisfactory to the Committee

and shall be effective only if made at least two years before the Participant's

Payment Commencement Date.


                                  ARTICLE VI

                                ADMINISTRATION


6.01 In General

     The Committee shall have the discretionary authority to interpret the Plan

and to decide any and all matters arising under the Plan, including without

limitation the right to determine eligibility for participation, benefits, and

other rights under the Plan; the right to determine whether any election or

notice requirement or other administrative procedure under the Plan has been

adequately observed; the right to determine the proper recipient of any

distribution under the Plan; the right to remedy possible ambiguities,

inconsistencies, or omissions by general rule or particular decision; and the

right otherwise to interpret the Plan in accordance with its terms.  Except as

otherwise provided in Section 6.03, the Committee's determination on any and all

questions arising out of the interpretation or administration of the Plan shall

be final, conclusive, and binding on all parties.

6.02    Plan Amendment and Termination

     The Committee may amend, suspend, or terminate the Plan at any time;

provided that no amendment, suspension, or termination of the Plan shall,

without a Participant's consent, reduce the Participant's benefits accrued under

the Plan before the date of  such amendment, suspension, or termination.  If the

Plan is terminated in accordance with this Section 6.02, the terms of the Plan

as in effect immediately before termination shall determine the right to payment

in respect of any amounts that remain credited to a Participant's or

Beneficiary's Account upon termination.


6.03    Reports to Participants

     The Committee shall furnish an annual statement to each Participant (or

Beneficiary) reporting the value of the Participant's (or Beneficiary's) Account

as of the end of the most recent Plan Year.

6.04 Delegation of Authority

     The Committee may delegate to officers of the Company any and all authority

with which it is vested under the Plan, and the Committee may allocate its

responsibilities under the Plan among its member.


                           ARTICLE VII

                          MISCELLANEOUS

7.01 Rights Not Assignable
     
     No payment due under the Plan shall be subject in any manner to

anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or

charge in any other way.  Any attempt to anticipate, alienate, sell, transfer,

assign, pledge, encumber, or charge such payment in any other way shall be void.

No such payment or interest therein shall be liable for or subject to the debts,

contracts, liabilities, or torts of any Participant or Beneficiary.  If any

Participant or Beneficiary becomes bankrupt or attempts to anticipate, alienate,

sell, transfer, assign, pledge, encumber, or charge in any other way any payment

under the Plan, the Committee may direct that such payment be suspended and that

all future payments to which such Participant or  Beneficiary otherwise would be

entitled be held and applied for the benefit of such person, the person's

children or other dependents, or any of them, in such manner and in such

proportions as the Committee may deem proper.

7.02 Certain Rights Reserved

     Nothing in the Plan shall confer upon any person the right to continue to

serve as a member of the Board or to participate in the Plan other than in

accordance with its terms.

7.03 Withholding Taxes

     The Committee may make any appropriate arrangements to deduct from all

credits and payments under the Plan any taxes that the Committee reasonably

determines to be required by law to be withheld from such credits and payments.

7.04 Incompetence

     If the Committee determines, upon evidence satisfactory to the Committee,

that any Participant or Beneficiary to whom a benefit is payable under the Plan

is unable to care for his or her affairs because of illness or accident or

otherwise, any payment due under the Plan (unless prior claim therefor shall

have been made by a duly authorized guardian or other legal representative) may

be paid, upon appropriate indemnification of the Committee and the Company, to

the spouse of the Participant or Beneficiary or other person deemed by the

Committee to have incurred expenses for the benefit of and on behalf of such

Participant or Beneficiary.  Any such payment shall be a complete discharge of

any liability under the Plan with respect to the amount so paid.

7.05    Inability to Locate Participants and Beneficiaries

     Each Participant and Beneficiary entitled to receive a payment under the

Plan shall keep the Committee advised of his or her current address.  If the

Committee is unable for a period of 36 months to locate a Participant or

Beneficiary to whom a payment is due under the Plan, commencing with the first

day of the month as of which such payment first comes due, the total amount

payable to such Participant or Beneficiary shall be forfeited.  Should such a

Participant or Beneficiary subsequently contact the Committee requesting

payment, the Committee shall, upon receipt of all documents and other

information that it might request in connection with the payment, restore and

pay the forfeited payment in a lump sum, the value of which shall not be


adjusted to reflect any interest or other type of investment earnings or gains

for the period of forfeiture.

7.06    Successors

     The provisions of the Plan shall bind and inure to the benefit of the

Company and its successors and assigns.  The term 'successors' as used in the

preceding sentence shall include any corporation or other business entity that

by merger, consolidation, purchase, or otherwise acquires all or substantially

all of the business and assets of the Company, and any successors and assigns of

any such corporation or other business entity.

7.07 Usage

     (a)     Titles and Headings.  The titles to Articles and the headings of

Sections, subsections, and paragraphs in the Plan are placed herein for

convenience of reference only and shall be of no force or effect in the

interpretation of the Plan

     (b)    Number.  The singular form shall include the plural, where

appropriate.

7.08    Severability

     If any provision of the Plan is held unlawful or otherwise invalid or

unenforceable in whole or in part, such unlawfulness, invalidity, or

unenforceability shall not affect any other provision of the Plan or part

thereof, each of which shall remain in full force and effect.  If the making of

any payment or the provision of any other benefit required under the Plan is

held unlawful or otherwise invalid or unenforceable, such unlawfulness,


invalidity or unenforceability shall not prevent any other payment or benefit

from being made or provided under the Plan, and if the making of any payment in

full or the provision of any other benefit required under the Plan in full would

be unlawful or otherwise invalid or unenforceable, then such unlawfulness,

invalidity, or unenforceability shall not prevent such payment or benefit from

being made or provided in part, to the extent that it would not be unlawful,

invalid, or unenforceable, and the maximum payment or benefit that would not be

unlawful, invalid, or unenforceable shall be made or provided under the Plan.

7.09 Governing Law

     The Plan and all determinations made and actions taken under the Plan shall

be governed by and construed in accordance with the laws of the State of

Connecticut.


                                 UNITED TECHNOLOGIES CORPORATION


                                 by  __________________________



Attest:

____________________________



Date:

____________________________





                   UTC BOARD OF DIRECTORS STOCK UNIT PLAN - APPENDIX I

                        PENSION BENEFIT CONVERSION TO STOCK UNITS



                       EFFECTIVE DATE  PRESENT VALUE        NUMBER OF STOCK
                       OF ELECTION     OF ACCRUED           UNITS (1) AT 
DIRECTOR               AS DIRECTOR     BENEFIT AS OF        12/31/95
                                       12/31/95             CONVERSION (2)
                                               
                                                       
BAKER                  1/29/90         $137,735              1821.2
CHAYES                 2/2/81          $229,544              3035.2
DEE                    2/2/81          $229,544              3035.2
DUNCAN                 3/23/81         $229,544              3035.2
GYLLENHAMMAR           3/23/81         $229,544              3035.2
HINES                  12/18/89        $137,735              1821.2
LEE                    1/31/94         $34,963                462.3
MALOTT                 10/20/80        $229,544              3035.2
WAGNER                 7/1/94          $37,586                497.0
WEXLER                 10/16/78        $229,544              3035.2



   (1) Stock Units payable in Cash only

   (2) Number of Stock Units equals PV of accrued benefit divided by UTC daily average
       Closing Stock Price from 1/1/95 through 10/31/95.








              UTC BOARD OF DIRECTORS DEFERRED STOCK UNIT PLAN - APPENDIX II

          TRANSITION CREDITS: TAX DEFERRED STOCK UNITS AS OF JANUARY 1, 1996 (1)



STOCK UNITS ATTRIBUTABLE TO COMPENSATION DEFERRED IN 1994 & 1995


                             NUMBER OF TAX DEFERRED
          DIRECTOR           STOCK UNITS (2)
                          
          BAKER              509.0
          DEE                509.0
          DUNCAN             509.0
          GYLLENHAMMAR       509.0
          LEE                244.8
          MALOTT             264.3




(1)  To be credited to the Director's Account in accordance with Plan Section 3.01,
     effective January 1, 1996.

(2)  Units to be distributed in Cash or Common Stock, at the election of the Director
     All deemed reinvestment of dividends attributable to these Units after January 1, 
     to be reinvested in Stock Units as defined in Section 4.02 of the Plan and payable
     solely in Cash.