Supplemental Pension Plan - Honeywell International Inc.

                          Honeywell International Inc.
                            Supplemental Pension Plan











                                                            Amended and Restated
                                                           as of January 1, 2000







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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, 2000 as the
Honeywell International Inc. 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 Honeywell International Inc., 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

2.1          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.

2.2          Board of Directors - means the Board of Directors of Honeywell.

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

2.4          Committee - means the Management Development and Compensation
             Committee of Honeywell.

2.5          Incentive Plan - means the AlliedSignal Inc. Incentive Compensation
             Plan for Executive Employees, and all predecessor and successor
             plans.

2.6          Honeywell - means Honeywell International Inc., a Delaware
             corporation and its subsidiaries.

2.7          Pension Plan - means the AlliedSignal Inc. Retirement Program (or
             any successor defined benefit pension plan) and any other defined
             benefit pension plan covering salaried employees of Honeywell
             International Inc. other than (i) this Plan, (ii) the portion of
             any defined benefit pension plan providing benefits to employees
             under the Honeywell Retirement Benefit Plan formula and provisions
             of such pension plan, and (iii) the AlliedSignal Pension Plan for
             Contractual Obligations. Notwithstanding the foregoing, any Plan
             participant who is a participant in a plan described in subclause
             (ii) above and who has waived his or her right to the






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             change in control benefit to which he or she was previously
             entitled under the terms of a severance agreement or plan
             maintained by Honeywell Inc. and is a Participant in the Honeywell
             International Inc. Supplemental Executive Retirement Plan for
             Executives in Career Band 6 and Above shall have this definition
             apply without regard to subclause (ii) above.

2.8          Plan - means the Honeywell International Inc. Supplemental Pension
             Plan.

2.9          Salary Deferral Plan - means the 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), as the same may be amended from time to time.

2.10         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
             Honeywell has become contractually obligated to pay to the
             participant, over (ii) the participant's Accrued Pension Benefit.

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







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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;

              (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 Honeywell under which Honeywell 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
                      Honeywell and Honeywell shall not be under any obligation
                      to set aside any funds or other assets for the payment of
                      the Supplemental Benefits under this Plan. Honeywell may,
                      in its sole discretion, establish funds for payment of
                      these Supplemental Benefits. However, any and all such
                      funds shall remain assets of Honeywell and subject to the
                      claims of creditors of such corporation. Such funds, if
                      any, shall not be deemed to be assets of this Plan.

                      Notwithstanding the preceding paragraph, the Committee is
                      authorized (but not required) to cause AlliedSignal (or
                      any successor thereto) to fund all or a part of the
                      Supplemental Benefits for such participant or participants
                      as it may select in its sole discretion from time to time.
                      The amount of such funded Supplemental Benefits shall not
                      be assets of Honeywell and shall not be subject to the
                      claims of creditors of Honeywell. Such participants, if
                      any, and the amount of any funded Supplemental Benefits
                      shall be designated in Appendix A and the






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                      Supplemental Benefits of any participant not designated in
                      Appendix A or the portion of any Supplemental Benefit not
                      funded as designated in Appendix A shall not be so funded
                      and shall remain subject to the provisions of the
                      preceding paragraph of this Section 4.01(a). A participant
                      designated on Appendix A who is married on the date any
                      funded Supplemental Benefits commence under Section
                      4.01(b) must obtain the written consent of the
                      participant's spouse in the form and manner prescribed by
                      the Committee to the election of any form of payment of
                      such funded Supplemental Benefits other than a 50% joint
                      and survivor annuity with the participant's spouse
                      designated as the joint annuitant. The Committee is
                      authorized to select, appoint and remove trustees or other
                      entities or individuals, to enter into, amend and
                      terminate trust or other agreements, to create trust or
                      other secured funds, to cause Honeywell to make
                      contributions to such funds in such amounts as the
                      Committee may determine from time to time and to take all
                      other actions that it may determine to be necessary or
                      helpful in implementing the funding, including providing
                      for the payment of Supplemental Benefits in accordance
                      with applicable law.

              (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 (or the lump sum value of the
                      Supplemental Benefit calculated with reference to the
                      Retirement Earnings Plan provisions of any Pension Plan).
                      For the purpose of determining the present value of a
                      Participant's accrued Supplemental Benefit, the
                      "Applicable Mortality Table" and the "Applicable Interest
                      Rate" shall be used, as defined below. 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 transfer in any form or manner prior to actual or
                      constructive receipt of payment.

                           (1)   The "Applicable Mortality Table" means the
                                 mortality table prescribed by the Secretary of
                                 the Treasury pursuant to Code Section 417(e).
                                 Such table shall be based on the prevailing
                                 commissioners' standard table (described in
                                 Code Section 807(d)(5)(A)) used to determine
                                 reserves for group annuity contracts issued on
                                 the date as of which the






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                                 present value is being determined (without
                                 regard to any other subparagraph of Code
                                 Section 807(d)(5)).

                           (2)   The "Applicable Interest Rate" means the
                                 average annual rate of interest on 30-year
                                 Treasury securities determined as of the third
                                 calendar month preceding the month during which
                                 the benefit commencement occurs.

              (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,
                      Honeywell 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)     Except to the extent that a participant's Supplemental
                      Benefits are funded as described in Section 4.01(a), the
                      rights and interest of any participant, joint annuitant,
                      or beneficiary to a Supplemental Benefit under this Plan
                      shall be the same as any other unsecured creditor of
                      Honeywell (or any successor thereto). In the event of any
                      bankruptcy proceeding by or against Honeywell, 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 Honeywell 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 Honeywell 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






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              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.

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.

5.04          Nonduplication of Benefits - To avoid the duplication of benefits,
              the amount of any similar benefits under this Plan shall be offset
              and reduced by the amount of any similar benefit provided the
              participant under other supplemental pension plans sponsored by
              Honeywell International Inc. (other than the Honeywell
              International Inc. Supplemental Executive Retirement Plan for
              Executives in Career Band 6 and Above) for which the participant
              may be eligible, regardless of whether the payments under this
              Plan are made at an earlier or a later date than payments under a
              similar plan would have been made.

Article VI - Amendment and Termination

6.01          Plan Amendments - Honeywell reserves the right to amend the plan
              from time to time. The Plan may be amended by the Committee;
              provided however, that 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 - Honeywell reserves the right to terminate the
              Plan. However, such termination shall not adversely affect the
              rights of participants.






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                                   APPENDIX A
                                 FUNDED BENEFITS
                           FOR DESIGNATED PARTICIPANTS

         The following Participants shall have the designated portion of their
         Plan benefits funded as permitted in Section 4.01(a):

Lump Sum Value Name of Funded Benefit Date Benefit Funded ---- ----------------- ------------------- Richard F. Wallman $ 2,100,000 December 28, 2000 Barry C. Johnson $ 1,400,000 December 28, 2000
The Committee (or its delegate) may determine that the portion of the Plan providing funded Supplemental Benefits to Participants designated on this Appendix shall be separated from the remaining portion of this Plan as of December 20, 2000 (or such later date as may be established by the Committee) and shall thereafter constitute a separate plan, program or arrangement with terms and provisions identical to this Plan. Supplemental Benefits under such separate plan, program or arrangement and this Plan shall be calculated to avoid duplication or omission of benefits.