Salary Deferral Plan - Honeywell International Inc.

                              Salary Deferral Plan
                                       for
      Selected Employees of Honeywell International Inc. and its Affiliates
 (Career Band 6 and Above or Employees Who Occupy Positions Equivalent Thereto)

                                                            Amended and Restated
                                                           as of January 1, 2000






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1. Eligibility

         Those employees of Honeywell International Inc. (the "Corporation") and
its affiliates whose positions are evaluated in Career Band 6 and above or who
occupy positions equivalent thereto and who are designated by the Management
Development and Compensation Committee (the "Committee") shall be eligible to
participate in this supplemental non-qualified Salary Deferral Plan for Selected
Employees of Honeywell International Inc. and its Affiliates (Career Band 6 and
Above or Employees Who Occupy Positions Equivalent Thereto) (the "Plan").

2. Participation

         An eligible employee may become a participant in the Plan (a
"Participant") by filing a timely written deferral election with the
Corporation. Such notice shall direct that a portion of the compensation
elements described in paragraph 3(a) and paragraph 3(b) be credited to an
unfunded deferred compensation account maintained for the Participant under the
Plan (the "Participant Account" or "Account"). A Participant's direction shall
become effective for the pay period or payment date in the next succeeding
calendar year (or for a newly eligible Participant, for the next succeeding pay
period or payment date after the receipt of the direction by the Corporation),
and shall continue in effect until the Participant terminates such direction,
effective as of the end of the calendar year, or is no longer eligible to be a
Participant. Any modification of Participant's direction shall be effective only
with respect to compensation payable with respect to pay periods in the calendar
year next following the date such direction is received by the Corporation.

3. Contributions to Participant Accounts

         (a) Base Annual Salary. A Participant may, prior to the beginning of
any calendar year (and with respect to a newly eligible Participant, within
thirty days after first becoming so eligible) elect to defer an aggregate amount
of base annual salary otherwise payable in such subsequent calendar year (or
with respect to a newly eligible Participant, in the remainder of the calendar
year), exclusive of any bonus or any other compensation or allowance paid or
payable by the Corporation or its affiliates (the "Base Annual Salary"). The
amount deferred under this paragraph 3(a) shall not be greater than fifty
percent (50%) of the Participant's Base Annual Salary for such pay period.

         (b) Incentive Awards. A Participant may, to the extent that the
AlliedSignal Inc. Incentive Compensation Plan For Executive Employees (the
"Incentive Plan") (or any successor plan) permits deferrals of an incentive
award (the "Incentive Award") payable thereunder, elect to defer an amount not
greater than one hundred percent of such Incentive Award. Any amount so deferred
shall be deemed to be deferred under this Plan but shall, to the extent the
provisions of the Incentive Plan are not inconsistent with this Plan, otherwise
be subject to the terms of the Incentive Plan. Any deferral of an Incentive
Award shall be made by filing an appropriate deferral election with the
Corporation not later than the date established by the Corporation from time to
time.

         (c) Deferral Amounts. All amounts determined under this paragraph 3
which are the subject of a written deferral election (the "Deferral Amounts")
shall, in






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accordance with the relevant Participant direction, be credited to a Participant
Account maintained under the Plan on the same day the Base Annual Salary or
Incentive Award would otherwise have been payable.

4. Deferral Requirements

         Amounts may be deferred under this Plan for a minimum period of three
years or such shorter period as may be approved by the Committee. Except as
otherwise provided in paragraphs 9 or 10 or as approved by Committee, no amount
shall be withdrawn from a Participant Account prior to the earlier of: three
years following the last day of the calendar year in which the amount is
credited to the Participant Account; the date the Participant reaches normal
retirement age and is eligible to receive a benefit under a pension plan of the
Corporation or one of its affiliates; the date of Participant's death; or the
date the Participant ceases to be employed by the Corporation or any of its
affiliates.

5. Interest Equivalents

         Deferral Amounts shall accrue additional amounts equivalent to interest
("Interest Equivalents"), compounded daily, from the date the Deferral Amount is
credited to the Account to the date of distribution. A single rate for
calculating Interest Equivalents shall be established by the Committee, in its
sole discretion, for all Deferral Amounts credited to Participant Accounts in
each calendar year. The rate established by the Committee shall not exceed the
greater of (i) 10% or (ii) 200% of the 10-year U.S. Treasury Bond rate at the
time of determination. Such Interest Equivalents, once established for a
calendar year, shall remain in effect with respect to Deferral Amounts credited
to Participant Accounts during the calendar year until the Deferral Amounts are
distributed.

         The rate of notional interest established by the Committee shall be set
forth on Schedule A attached hereto and made a part hereof. Any portion of such
rate designated as "Vested Rate" on such Schedule A shall be nonforfeitable at
all times. Any portion of such rate designated as "Contingent Rate" shall become
nonforfeitable only if the Employee is still employed by the Company at the end
of the third full calendar year following the calendar year in which the Award
relates, provided, however, in the event a Participant terminates employment
with the Corporation or an affiliate prior to such date for reasons other than
gross cause, the Committee shall treat such portion as nonforfeitable in the
event the Participant's employment with the Company is involuntarily terminated
(including a termination for "good reason" under any applicable severance plan
of the Company) or is terminated for such reasons as the Committee may determine
from time to time in its sole discretion. The rate established by the Committee
and set forth on Schedule A shall remain in effect until superceded by action of
the Committee and amendment of such Schedule A.







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6. Participant Accounts

         All amounts credited to a Participant's Account pursuant to paragraphs
3 and 4 shall be unfunded general obligations of the Corporation, and no
Participant shall have any claim to or security interest in any asset of the
Corporation on account thereof.

7. Distribution from Accounts

         At the time a Participant makes an election pursuant to paragraph 3,
the Participant shall also make an election with respect to the distribution of
the Deferral Amounts and Interest Equivalents accrued thereon which are credited
to the Participant's Account pursuant to such election. A Participant may elect
to receive such distribution in one lump-sum payment or in a number of
approximately equal annual payments (provided the payment period may not include
more than fifteen such installments). The lump-sum or the first installment
shall be paid as soon as practicable during the month of January of the calendar
year designated by the Participant. Except as otherwise provided in paragraphs
8, 9 and 10, all installment payments following the initial installment payment
shall be paid in cash as soon as practicable during the month of January of each
succeeding calendar year until the entire amount in the Account shall have been
paid. Notwithstanding the foregoing, in the event an Employee's employment with
the Company is terminated either voluntarily (other than on account of
retirement as defined in the qualified pension plan in which the Participant
participates or for "good reason" under any applicable severance plan of the
Company) or for "gross cause" (as defined in the AlliedSignal Inc. Severance
Plan for Senior Executives), the nonforfeitable portion of such Employee's
Deferred Awards for performance years beginning after 1997 (including the vested
portion of any applicable notional interest credited thereto) shall be
distributed in a lump sum as soon as practicable in January of the calendar year
following such termination of employment.

         Notwithstanding any provision of this Plan to the contrary, a
Participant shall be given a one-time opportunity prior to January 1, 2001 to
make a new election with respect to the distribution of all Deferral Amounts and
Interest Equivalents accrued thereon which are credited to such Participant
under the Plan (other than any such amounts otherwise payable, or part of a
series of payments payable, in January 2001), including a new election with
respect to any payments to be made in connection with a Change in Control as
described in paragraph 10, provided, however, that any such election shall only
be authorized by the Corporation if it results in a further deferral of the
distribution of the Participant's Deferral Amounts and Interest Equivalents from
that previously elected. Such election shall be effective upon a "Merger" of the
Corporation and General Electric Company (as defined in the Agreement and Plan
of Merger between Honeywell International Inc. and General Electric Company
dated October 22, 2000) and acceptance of such election by the Corporation. Any
such election shall be subject to such restrictions and limitations as the
Corporation shall determine in its sole discretion.







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8. Distribution on Death

         If a Participant should die before all amounts credited to the
Participant's Account have been distributed, the balance in the Account shall be
paid as soon as practical thereafter to the beneficiary designated in writing by
the Participant. Payments to a beneficiary pursuant to a designation by a
Participant shall be in such form as the Participant shall elect, including
periodic payments as described in paragraph 7, but in the absence of any such
election, the payment shall be made in one lump sum to the designated
beneficiary as soon as practicable following the death of the Participant. Such
beneficiary designations shall be effective when received by the Corporation,
and shall remain in effect until rescinded or modified by the Participant by an
appropriate written direction. If no beneficiary is properly designed by the
Participant or if the designated beneficiary shall have predeceased the
Participant, such balance in the Account shall be paid to the estate of the
Participant.

9. Payment in the Event of Hardship

         Upon receipt of a request from a Participant or a Participant's
designated beneficiary, delivered in writing to the Corporation along with a
Certificate of Unavailability of Other Resources form, the Committee, the Senior
Vice President - Human Resources and Communications, or his designee, may cause
the Corporation to accelerate (or require the subsidiary of the Corporation
which employs or employed the Participant to accelerate) payment of all or any
part of the Deferral Amount and Interest Equivalents credited to the
Participant's Account, if it finds in its sole discretion that payment of such
amounts in accordance with the Participant's prior election under paragraph 3
would result in severe financial hardship to the Participant or beneficiary and
such hardship is the result of an unforeseeable emergency caused by
circumstances beyond the control of the Participant or the Participant's
beneficiary. Acceleration of payment may not be made under this paragraph 9 to
the extent that such hardship is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the Participant's
assets, to the extent the liquidation of assets would not itself cause severe
financial hardship or (iii) by cessation of deferrals under this Plan or any
tax-qualified savings plan of the Corporation.

10. Change in Control

         (a) Initial Lump Sum Election. Notwithstanding any election made
pursuant to paragraph 7, a Participant may file a written election with the
Corporation to have the Deferral Amounts and Interest Equivalents accrued
thereon which are credited thereafter to the Participant's Account paid in one
lump-sum payment as soon as practicable following a Change in Control, but in no
event later than 90 days after such Change in Control. The Interest Equivalents
on any Deferred Amount payable pursuant to this paragraph 10(a) shall include
the "Contingent Rate" credited to such Deferred Amount without regard to whether
such amount has become nonforfeitable as provided in paragraph 5 at the time
payment is made under this paragraph 10(a).

         (b) Revocation of Lump-Sum Election. A Participant may revoke an
election made pursuant to paragraph 10(a) by filing an appropriate written
notice with the Corporation. A revocation notice filed pursuant to this
paragraph 10(b) shall be subject






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to such terms and conditions as the Corporation shall establish and shall be
effective with respect to any or all of the Participant's Deferral Amounts and
Interest Equivalents accrued thereon which are credited to such Participant
under the Plan. Any revocation notice made before January 1, 2001 shall be
effective upon a "Merger" of the Corporation and General Electric Company (as
defined in the Agreement and Plan of Merger between Honeywell International Inc.
and General Electric Company dated October 22, 2000) and acceptance of such
election by the Corporation. Any such election shall be subject to such
restrictions and limitations as the Corporation shall determine in its sole
discretion.

         (c) Limitation on Elections. Any election made pursuant to paragraph
10(a) or 10(b) shall not be effective unless filed with the Corporation at least
90 days prior to a Change in Control.

         (d) Definition of Change in Control. For purposes of the Plan, a Change
in Control is deemed to occur at the time (i) when an entity, person or group
(other than the Corporation, any subsidiary or savings, pension or other benefit
plan for the benefit of employees of the Corporation or its subsidiaries) which
theretofore beneficially owned less than 30% of the Corporation's common stock
(the "Common Stock") then outstanding, acquires shares of Common Stock in a
transaction or a series of transactions that results in such entity, person or
group directly or indirectly owning beneficially 30% or more of the outstanding
Common Stock, (ii) of the purchase of Common Stock pursuant to a tender offer or
exchange offer (other than an offer by the Corporation) for all, or any part of,
the Common Stock (iii) of a merger in which the Corporation will not survive as
an independent, publicly owned corporation, a consolidation, a sale, exchange or
other disposition of all or substantially all of the Corporation's assets, (iv)
of a substantial change in the composition of the Board during any period of two
consecutive years such that individuals who at the beginning of such period were
members of the Board cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the shareowners
of the Corporation, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period, or (v) of any transaction or other event which the
Committee, in its sole discretion, determines to be a Change in Control for
purposes of the Plan.

11. Miscellaneous

         (a) No Alienation of Benefits. Except insofar as may otherwise be
required by law, no amount payable at any time under the Plan shall be subject
in any manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge, or encumbrance of any kind nor in any
manner be subject to the debts or liabilities of any person and any attempt to
so alienate or subject any such amount, whether presently or thereafter payable,
shall be void. If any person shall attempt to, or shall alienate, sell,
transfer, assign, pledge, attach, charge, or otherwise encumber any amount
payable under the Plan, or any part thereof, or if by reason of such person's
bankruptcy or other event happening at any such time such amount would be made
subject to the person's debts or liabilities or would otherwise not be enjoyed
by that person, then the Corporation, if it so elects, may direct that such
amount be withheld and that same or any part thereof be paid or applied to or
for the benefit of such person,






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the person's spouse, children or other dependents, or any of them, in such
manner and proportion as the Corporation may deem proper.

         (b) No Right or Interest in Corporation's Assets. Neither the
Corporation nor any of its Affiliates shall be required to reserve or otherwise
set aside funds for the payment of obligations arising under this Plan. The
Corporation may, in its sole discretion, establish funds, segregate assets or
take such other action as it shall determine necessary or appropriate to secure
the payment of its obligations arising under this Plan. This Plan is intended to
be unfunded for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended. Nothing contained herein,
and no action taken pursuant to the provisions of this Plan shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Corporation and any Participant or any other person. To the extent that any
person acquires a right to receive payments under this Plan, such right shall be
no greater than the right of an unsecured creditor of the Corporation.

         (c) Administration. The Corporation shall have sole discretion and
authority to administer the Plan, including the authority to interpret its
terms, promulgate regulations thereunder, determine eligibility to participate
in the Plan and make any finding of fact which may be necessary to determine the
obligation of the Plan with respect to the payment of benefits.

         (d) Amendment. The Corporation may amend, modify or terminate the Plan
at any time, or from time to time; provided, however, that no change to the Plan
shall impair the right of any Participant with respect to amounts then credited
to an Account.

         (e) Accounting. Each Participant shall receive periodic statements (not
less frequently than annually) setting forth the cumulative Deferral Amounts and
Interest Equivalents credited to, and any distributions from, the Participant's
Account.

         (f) Facility of Payments. If the Corporation shall find that any person
to whom any amount is payable under the plan is unable to care for his or her
affairs because of illness or accident, or is a minor, or has died, then any
payment due the person or the person's estate (unless a prior claim therefore
has been made by a duly appointed legal representative), may, if the Corporation
so elects in its sole discretion, be paid to the person's spouse, a child, a
relative, an institution having custody of such person, or any other person
deemed by the Corporation to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Corporation and the Plan therefore.

         (g) Governing Law. The Plan is intended to constitute an unfunded
deferred compensation arrangement for a select group of management or highly
compensated personnel and all rights thereunder shall be governed by and
construed in accordance with the laws of New York.







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                                   SCHEDULE A
                             Notional Interest Rate


Award Year Vested Rate Contingent Rate Total Rate ---------- ----------- --------------- ---------- 1975-1992 Treasury bills + N/A Treasury bills + 3%* 3%* 1993-1997 10% N/A 10% 1998+ 8% 3% 11%
*/Three-month Treasury bill average rate for the immediately preceding calendar quarter as reported by the Federal Reserve Bank; rate changes each calendar quarter.