Supplemental Pension Plan - AlliedSignal inc.

                                AlliedSignal Inc.
                            Supplemental Pension Plan





                                                           Amended and Restated
                                                           as of January 1, 1994








                                      - 2 -

Article I - Purpose

                Effective November 20, 1975, Allied Corporation adopted the
Allied Corporation Supplemental Retirement Plan for Executives and Key
Employees. Such plan is amended and restated effective January 1, 1994 as the
AlliedSignal Supplemental Pension Plan (the 'Plan').

                The purpose of the Plan is to provide retired participants and
their joint annuitants and beneficiaries under the Pension Plan with the amount
of retirement income that is not provided under the Pension Plan because the
participant deferred compensation under one or more nonqualified deferred
compensation plans of AlliedSignal, including the Incentive Plan, the
Supplemental Savings Plans and the Salary Deferral Plan or, by reason of the
limits imposed by Section 415 and 401(a)(17) of the Code. The Plan is also
intended to cover any contractual obligation Allied has to pay pension benefits
which cannot be provided under the provisions of the Pension Plan.

                Except to the extent otherwise indicated, and to the extent
otherwise inappropriate, the Pension Plan and the provisions thereof are hereby
incorporated by reference.

Article II - Definitions

1.1             AlliedSignal - means AlliedSignal Inc., a Delaware corporation
                and its subsidiaries.

1.2             Accrued Pension Benefit - means the amount of retirement income
                payable under the Pension Plan to or with respect to a
                participant at or after termination of employment, or such
                earlier date requiring payment under this Plan.

1.3             Board of Directors - means the Board of Directors of
                AlliedSignal.

1.4             Code - means the Internal Revenue Code of 1986, as amended from
                time to time.

1.5             Committee - means the Management Development and Compensation
                Committee of AlliedSignal.

1.6             Incentive Plan - means the Incentive Compensation Plan for
                Executive Employees of AlliedSignal Inc. and its Subsidiaries,
                and all predecessor and successor plans.

1.7             Pension Plan - means the AlliedSignal Inc. Retirement Program
                and/or such other pension plans covering salaried employees of
                AlliedSignal.

1.8             Plan - means the AlliedSignal Supplemental Pension Plan.







                                     - 3 -


1.9             Salary Deferral Plan - means the Salary Deferral Plan for
                Selected Employees of AlliedSignal Inc. and its Affiliates
                (Career Band 6 and above or employees who occupy positions
                equivalent thereto), as the same may be amended from time to
                time.

1.10            Supplemental Benefit - means the excess, if any, of (i) the
                retirement income payable to or with respect to a participant
                under the Pension Plan which would have been accrued by the
                participant (1) had the amount of deferred compensation awards
                under the Incentive Plan been compensation included for
                calculating benefits under the Pension Plan in the year the
                award would otherwise have been earned or payable as recognized
                by the Pension Plan, (2) had Participant Deferred Contributions,
                as that term is defined in the Supplemental Savings Plans, been
                compensation included for calculating benefits under the Pension
                Plan in the year the compensation would otherwise have been
                earned or payable as recognized by the Pension Plan, (3) had the
                portion of Base Annual Salary and Incentive Awards deferred by a
                participant under the terms of the Salary Deferral Plan, been
                compensation included for calculating benefits under the Pension
                Plan in the year the compensation would otherwise have been
                earned or payable as recognized by the Pension Plan, (4) had the
                limits of Code Section 415 and 401(a)(17) not been incorporated
                in the Pension Plan, and (5) had the participant met all the
                requirements for a benefit from the Pension Plan with respect to
                all other pension benefits which AlliedSignal has become
                contractually obligated to pay to the participant, over (ii) the
                participant's Accrued Pension Benefit.

1.11            Supplemental Savings Plans - means the Supplemental
                Non-Qualified Savings Plans for Highly Compensated Employees of
                AlliedSignal Inc. and its Subsidiaries, as the same may be
                amended from time to time.



Article III - Participation

Participation in the Plan shall be limited to:

                (a)   those participants in the Pension Plan (and their joint
                      annuitants and beneficiaries) who as a result of having
                      deferred an award under the Incentive Plan or having
                      deferred compensation under the Supplemental Savings Plans
                      or the Salary Deferral Plan, receive or shall receive a
                      lesser amount under the Pension Plan than would otherwise
                      be paid or payable in the absence of such deferral;







                                     - 4 -

                (b)   those participants in the Pension Plan (and their joint
                      annuitants and beneficiaries) who as a result of the
                      limitations contained in Code Sections 415 or 401(a)(17)
                      receive or will receive a lesser amount under the Pension
                      Plan than would otherwise be paid or payable in the
                      absence of such limitations, and

                (c)   any employee who has entered into a contractual agreement
                      with AlliedSignal under which AlliedSignal shall, after
                      the termination of employment of the employee, provide a
                      benefit in the form of a life annuity for the employee
                      (and the employee's joint annuitant or beneficiary) as
                      provided under the terms of the contractual agreement.


Article IV - Supplemental Benefit

4.01            Payment of Supplemental Benefit

                (a)   Supplemental Benefits shall be payable directly to such
                      participant, or such participant's joint annuitant or
                      beneficiary, as applicable, from the general assets of
                      AlliedSignal and AlliedSignal shall not be under any
                      obligation to set aside any funds or other assets for the
                      payment of the Supplemental Benefits under this Plan.
                      AlliedSignal may, in its sole discretion, establish funds
                      for payment of these Supplemental Benefits. However, any
                      and all such funds shall remain assets of AlliedSignal and
                      subject to the claims of creditors of such corporation.
                      Such funds, if any, shall not be deemed to be assets of
                      this Plan.

                (b)   Any person entitled to a Supplemental Benefit shall be
                      entitled to payment of such benefit only from the date on
                      which such Supplemental Benefit becomes due and payable
                      and only in such installments or other manner of payment
                      as is provided under the relevant Pension Plan or
                      agreement, provided, however, that if a Participant so
                      elects, by giving written notice to the Plan
                      Administrator, and if the Committee approves such
                      election, payment of such Supplemental Benefit shall be in
                      a lump sum equal to the present value of such
                      Participant's Supplemental Benefit accrued to the date of
                      such Participant's retirement under the relevant Pension
                      Plan or agreement. For the purpose of determining the
                      present value of a Participant's accrued Supplemental
                      Benefit, the PBGC immediate annuity rate and the UP 1984
                      mortality table shall be used. Except as may be permitted
                      pursuant to the proviso to the first sentence of this
                      Paragraph (b), no person shall have a right to
                      acceleration of any such payment. No person shall be
                      entitled to anticipate such benefit by assignment, pledge
                      or







                                     - 5 -

                      transfer in any form or manner prior to actual or
                      constructive receipt of payment.

                (c)   In the event that a Supplemental Benefit becomes payable
                      in accordance with this Article IV, Section 4.01,
                      Paragraph (b) and in the event the relevant Pension Plan
                      or agreement is terminated in accordance with its terms,
                      then the Participant shall have a right to only the
                      Supplemental Benefit accrued to the date of termination of
                      the relevant Pension Plan or agreement. In such event,
                      AlliedSignal shall remain liable for the payment of the
                      Supplemental Benefit and payment shall be made at such
                      times and in such manner as the Plan Administrator shall
                      determine, unless the Participant shall have made the
                      election referred to in Paragraph (b) of this Section
                      4.01, in which event payment shall be made pursuant to
                      such election, if approved by the Committee as therein
                      required. Such accrued Supplemental Benefit shall remain
                      subject to Paragraphs (a) and (b) of this Section 4.01.

                (d)   The rights and interest of any participant, joint
                      annuitant or beneficiary to a Supplemental Benefit under
                      this Plan are the same as any other unsecured creditor of
                      Allied. In the event of any bankruptcy proceeding by or
                      against Allied, a participant, joint annuitant or
                      beneficiary shall be entitled to prove a claim for any
                      unpaid portion of the benefit provided by the Plan.


Article V - Administration

5.01            Plan Administrator - The Board of Directors shall name a Plan
                Administrator. Such Plan Administrator shall serve at the
                convenience of the Board of Directors and shall serve without
                compensation. The Plan Administrator shall keep such records as
                necessary for the proper administration of the Plan and shall
                report to the Board of Directors at such time or times as the
                Board of Directors shall designate.

5.02            Benefit Determination - The Plan Administrator shall determine
                the amount and timing of any benefit paid under the Plan. The
                Plan Administrator shall rely on the records of AlliedSignal in
                determining any participant's eligibility for and amount of
                benefit under the Plan. In the event that the Plan
                Administrator's reliance on the records of AlliedSignal causes a
                benefit to be over or under paid, the Plan Administrator shall
                adjust future payments to be increased or decreased as required.
                If such future payments are insufficient to recover any
                overpayment to a participant, the Plan Administrator shall
                withhold any payments then due a participant and take any action
                deemed appropriate to recover the balance of the overpayment.







                                     - 6 -


5.03            Benefit Appeals - The Plan Administrator shall establish an
                appeals procedure as defined by U.S. Department of Labor
                regulations. Such procedures will provide that the participant
                has sixty (60) days upon receipt of any benefits or denial of
                benefits to file an appeal with the Plan Administrator. The Plan
                Administrator must respond within sixty (60) days of receiving
                the appeal, in writing, specifically identifying those Plan
                provisions on which the benefit denial was based and indicating
                what information the participant must supply in order to perfect
                a claim for benefits.


Article VI - Amendment and Termination

6.01            Plan Amendments - AlliedSignal reserves the right to amend the
                Plan from time to time. The Plan may be amended by the
                Committee, however, no amendment shall reduce any benefit being
                paid or then payable to a participant. Further, no amendment
                shall reduce the benefits provided by the Plan to participants
                or alter in any manner the rights of the participants to
                benefits provided under this Plan.

6.02            Plan Termination - AlliedSignal reserves the right to terminate
                the Plan. However, such termination shall not adversely affect
                the rights of participants.