SRP12/93




                                    HONEYWELL
                          SUPPLEMENTARY RETIREMENT PLAN
                                   (SRP SERP)
                       (Amended Through December 21, 1993)


                                TABLE OF CONTENTS



                                                                       
ARTICLE I - DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.1    ACT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.2    BASE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.3    CODE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.4    COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.5    EARLY RETIREMENT . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.6    HONEYWELL. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.7    NORMAL RETIREMENT. . . . . . . . . . . . . . . . . . . . . . . .   2
     1.8    PARTICIPANT. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     1.9    PERMANENT AND TOTAL DISABILITY . . . . . . . . . . . . . . . . .   2
     1.10   PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     1.11   SPOUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

ARTICLE II - SRP SERP FORMULA. . . . . . . . . . . . . . . . . . . . . . . .   3
     2.1    PLAN FORMULA . . . . . . . . . . . . . . . . . . . . . . . . . .   3

ARTICLE III - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     3.1    NORMAL RETIREMENT. . . . . . . . . . . . . . . . . . . . . . . .   5






                                                                       
     3.2    EARLY RETIREMENT . . . . . . . . . . . . . . . . . . . . . . . .   5
     3.3    CHANGE IN CONTROL. . . . . . . . . . . . . . . . . . . . . . . .   5
     3.4    PERMANENT AND TOTAL DISABILITY . . . . . . . . . . . . . . . . .   7
     3.5    IMMEDIATE PRE-RETIREMENT SURVIVING SPOUSE BENEFIT. . . . . . . .   7
     3.6    DEFERRED PRE-RETIREMENT SURVIVING SPOUSE BENEFIT . . . . . . . .   7
     3.7    SURVIVING CHILDREN'S BENEFIT . . . . . . . . . . . . . . . . . .   7

ARTICLE IV - PAYMENT OF BENEFITS . . . . . . . . . . . . . . . . . . . . . .   9
     4.1    FORM OF PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . .   9
     4.2    TIME OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . .  10
     4.3    PAYMENT SUBSEQUENT TO A CHANGE IN CONTROL. . . . . . . . . . . .  10
     4.4    PAYMENTS SUBSEQUENT TO THE PARTICIPANT'S RETIREMENT. . . . . . .  12

ARTICLE V - ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . .  13
     5.1    PERSONNEL COMMITTEE. . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE VI - AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . .  14
     6.1    AMENDMENT AND TERMINATION. . . . . . . . . . . . . . . . . . . .  14

ARTICLE VII - GENERAL CONDITIONS . . . . . . . . . . . . . . . . . . . . . .  15
     7.1    NON-ASSIGNABILITY OF THE RIGHT TO RECEIVE BENEFITS . . . . . . .  15
     7.2    APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE VIII - FUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     8.1    SOURCE OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . . .  16
     8.2    STATUS OF PARTICIPANTS . . . . . . . . . . . . . . . . . . . . .  16
     8.3    FICA AND FUTA CONTRIBUTIONS ON PLAN BENEFITS . . . . . . . . . .  16

TABLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18



SRP12/93




                                    HONEYWELL
                          SUPPLEMENTARY RETIREMENT PLAN
                                   (SRP SERP)
                       (Amended Through December 21, 1993)


ARTICLE I - DEFINITIONS

1.1  ACT.  The Employee Retirement Income Security Act of 1974, as from time to
time amended.

1.2  BASE PLAN.  The Honeywell Retirement Benefit Plan, as from time to time
amended.

1.3  CODE.  The Internal Revenue Code of 1986, as from time to time amended.

1.4  COMPANY.  Honeywell Inc. and any subsidiary which is designated for
inclusion in the Plan as hereafter defined by the Board of Directors of
Honeywell Inc.

1.5  EARLY RETIREMENT.  Retirement by a Participant under his or her Base Plan,
which is defined as the termination of employment on or after his or her 55th
birthday and after he or she has been credited with 10 or more years of
"Credited Service for Benefit Accrual" under his or her Base Plan.

1.6  HONEYWELL.  Honeywell Inc., a Delaware corporation.



1.7  NORMAL RETIREMENT.  Retirement by a Participant on or after his or her
"Social Security Retirement age as defined under his or her Base Plan.

1.8  PARTICIPANT.  An employee of the Company who is a participant in the Base
Plan on or after February 1, 1976, whose benefit under such plan on his or her
Normal Retirement Date, if he or she continued as a Participant with earnings as
defined in the Base Plan at or in excess of his or her current earnings, if
computed without regard to the provisions of the Base Plan limiting the maximum
benefit payable thereunder to the maximum benefit permitted by Section 415 of
the Code for a pension plan qualifying under Section 401 of the Code, would
exceed such maximum.  No controlling shareholder or independent contractor shall
be a Participant.

1.9  PERMANENT AND TOTAL DISABILITY.  The disability of a Participant whereby
such Participant is wholly disabled by bodily injury or disease and will be
permanently, continuously and wholly prevented thereby for life from engaging in
any occupation or employment for wage or profit.

1.10 PLAN.  The Honeywell Supplementary Retirement Plan, as amended through
September 15, 1992.

1.11 SPOUSE.  A person who is formally married to a Participant as determined by
the Honeywell Pension and Retirement Administrative Committee for purposes of
the Base Plan.



                                        2




ARTICLE II - SRP SERP FORMULA

2.1  PLAN FORMULA.  That annual benefit equal to Paragraph (a) minus Paragraph
(b);

     (a)  The applicable benefit computed under the Base Plan:

          (i)  by excluding under the definition of "Earnings" for the purpose
               of arriving at "Final Average Earnings" under the Base Plan his
               or her "Earnings" under the Base Plan which are in excess of the
               Earnings Limitation;

         (ii)  by excluding under the definition of "Earnings" for purposes of
               arriving at "Final Average Earnings" under the Base Plan the
               amount of any defined incentive award in the year in which the
               award would otherwise have been paid by the Corporate Executive
               Compensation Plan;

        (iii)  by disregarding the provisions of such Base Plan limiting the
               maximum benefit payable thereunder to the maximum benefit
               permitted by the provisions of Section 415 of the Code in a
               pension plan qualifying under Section 401 of the Code;

         (iv)  by not exceeding the Participant's frozen "Accrued Benefit"
               determined under the Base Plan as of June 30, 1989 (or June 30,
               1990, whichever may be applicable) as required by Section 8.2 of
               that Plan; and

          (v)  by excluding "Augmented Credited Service for Benefit Accrual"
               under the Mid-Career SERP, if such Plan is applicable to the
               Participant.




                                        3



     (b)  the applicable benefit computed under the Base Plan:

          (i)  by excluding under the definition of "Earnings" for the purpose
               of arriving at "Final Average Earnings" under the Base Plan his
               or her "Earnings" under the Base Plan which are in excess of the
               Earnings Limitation;

         (ii)  by excluding under the definition of "Earnings" for purposes of
               arriving at "Final Average Earnings" under the Base Plan the
               amount of any defined incentive award in the year in which the
               award would otherwise have been paid by the Corporate Executive
               Compensation Plan;

        (iii)  by applying the provisions of such Base Plan limiting the maximum
               benefit payable thereunder to the maximum benefit permitted by
               the provisions of Section 415 of the Code in a pension plan
               qualifying under Section 401 of the Code;

         (iv)  by not exceeding the Participant's frozen "Accrued Benefit"
               determined under the Base Plan as of June 30, 1989 (or June 30,
               1990, whichever may be applicable) as required by Section 8.2 of
               that Plan; and

          (v)  by excluding "Augmented Credited Service for Benefit Accrual"
               under the Mid-Career SERP, if such Plan is applicable to the
               Participant.



                                        4



ARTICLE III - BENEFITS

3.1  NORMAL RETIREMENT.  Upon Normal Retirement, a Participant shall be eligible
for life for an annual benefit determined by calculating the Participant's
annual "Normal Retirement Benefit" under the Base Plan in accordance with the
SRP SERP Formula as prescribed in Section 2.1.

3.2  EARLY RETIREMENT.  Upon Early Retirement, a Participant shall be eligible
for life for an annual benefit determined by calculating the Participant's
annual "Early Retirement Benefit" under the Base Plan in accordance with the SRP
SERP Formula as prescribed in Section 2.1.

3.3  CHANGE IN CONTROL. In the event of a "Change in Control," as defined in
this Section for all purposes of the Plan, each Participant's accrued benefit
under the Plan shall become immediately and fully vested and shall be paid to
the Participant in accordance with Section 3.3 of the Plan.  For purposes of
this Plan, a "Change in Control" of the Company shall have occurred if:

     (a)  any "person," as such term is used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act")
          (other than the Company, any trustees or other fiduciary holding
          securities under an employee benefit plan of the Company or any
          corporation owned, directly or indirectly, by the stockholders of the
          Company in substantially the same proportions as their ownership of
          stock of the Company), is or becomes the "beneficial owner" (as
          defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
          of securities of the Company representing 30 percent or more of the
          combined voting power of the Company's then outstanding securities;



                                        5



     (b)  during any period of two consecutive years (not including any period
          prior to the execution of this amendment to the Plan), individuals who
          at the beginning of such period constitute the Board of Directors of
          the Company (the "Board"), and any new director (other than a director
          designated by a person who has entered into an agreement with the
          Company to effect a transaction described in clause (a), (c) or (d) of
          this Section) whose election by the Board of nomination for election
          by the Company's stockholders was approved by a vote of at least two-
          thirds of the directors then still in office who either were directors
          at the beginning of the period or whose election or nomination for
          election was previously so approved, cease for any reason to
          constitute at least a majority thereof;

     (c)  the stockholders of the Company approve a merger or consolidation of
          the Company with any other corporation, other than (i) a merger or
          consolidation which would result in the voting securities of the
          Company outstanding immediately prior thereto continuing to represent
          (either by remaining outstanding or by being converted into voting
          securities of the surviving entity) more than 50 percent of the
          combined voting power of the voting securities of the Company or such
          surviving entity outstanding immediately after such merger or
          consolidation or (ii) a merger or consolidation effected to implement
          a recapitalization of the Company (or similar transaction) in which no
          "person" (as hereinabove defined) acquires more than 30 percent of the
          combined voting power of the Company's then outstanding securities; or

     (d)  the stockholders of the Company approve a plan of complete liquidation
          of the Company or an agreement for the sale or disposition by the
          Company of all or substantially all of the Company's assets (or any
          transaction having a similar effect).



                                        6



3.4  PERMANENT AND TOTAL DISABILITY.  Upon the receipt of benefits by a
Participant under his or her Base Plan, based on a determination of Permanent
and Total Disability, he or she shall be eligible for life for an annual benefit
determined by calculating the Participant's annual "Disability Retirement
Benefit" under the Base Plan in accordance with the SRP SERP Formula as
prescribed in Section 2.1.

3.5  IMMEDIATE PRE-RETIREMENT SURVIVING SPOUSE BENEFIT.  Upon the death of a
married Participant who is eligible for Early Retirement under his or her Base
Plan but who has not yet retired under such Plan, his or her surviving Spouse on
the date of his or her death shall be eligible for life for an annual benefit
determined by calculating the surviving Spouse's annual "Pre-Retirement
Surviving Spouse Benefit" under the Participant's Base Plan in accordance with
the SRP SERP Formula as prescribed in Section 2.1.

3.6  DEFERRED PRE-RETIREMENT SURVIVING SPOUSE BENEFIT.  Upon the death of a
married Participant who is vested but not eligible for Early Retirement under
his or her Base Plan and who is in the "Active Service" of the Company (as
defined in the Base Plan) on the date of his or her death, on the first day of
the month following the date such married Participant would have attained his or
her earliest retirement eligibility under his or her Base Plan as a vested
Participant, his or her surviving Spouse the date of his or her death shall be
eligible for life for an annual benefit determined by calculating the surviving
Spouse's annual "Deferred Pre-Retirement Surviving Spouse Benefit" under the
Participant's Base Plan in accordance with the SRP SERP Formula as prescribed in
Section 2.1.

3.7  SURVIVING CHILDREN'S BENEFIT.  Upon the death of a Participant who is
eligible for Early Retirement under his or her Base Plan and who is in the
"Active Service" of the Company (as defined in the Base Plan), the surviving
"Child" (as defined in the Base Plan) of a Participant (a) who has no surviving
Spouse on the date of his or her death, or (b) whose surviving Spouse dies while
receiving or while eligible to receive survivor benefits under the Base Plan
shall be eligible until such Child's attainment of age 23 for an annual



                                        7



benefit determined by calculating the Child's annual "Surviving Children's
Benefit" under the Participant's Base Plan in accordance with the SRP SERP
Formula as prescribed in Section 2.1.

The benefit shall be divided equally among all such Children as defined in the
Base Plan and an equal share shall be paid to such Child while he qualifies as a
Child.  The portion of the benefit payable to each such Child shall be
redetermined as of the last day of the month following the date a recipient
ceases to be a Child and the remaining such Children shall thereupon receive an
equal share of such benefit.



                                        8



ARTICLE IV - PAYMENT OF BENEFITS


4.1  FORM OF PAYMENT.
     (A)  NORMAL FORM OF PAYMENT.
          Except as otherwise provided in Paragraph (b) of this Section 4.1, a
          benefit under the Plan shall be paid in the form of the benefit paid
          with respect to the Participant under his or her Base Plan.  Any
          election, designation of a beneficiary(ies) or contingent
          annuitant(s), or revocation made prior to the Participant's "Benefit
          Starting Date" and in effect under the Participant's Base Plan shall
          be in effect under the Plan.

     (B)  LUMP SUM FORM OF PAYMENT.
          Notwithstanding the provisions of Paragraph (a) of this Section 4.1, a
          Participant, who is eligible for Early Retirement or who will be
          eligible for Early Retirement within 13 months, may elect to receive
          the present value of the benefits payable to him or her under the
          Plan, as computed as of the last day of the month in which the earlier
          of the date of the Participant's Early Retirement or Normal Retirement
          occurs by utilizing the interest rate and mortality assumptions set
          forth on Table I, which may be modified from time to time by the Board
          of Directors of Honeywell Inc. (or, in the case of the Participant's
          earlier death, the present value of such benefits so computed as of
          the later of the last day of the month in which the Participant's
          death or the Participant's earliest retirement eligibility under his
          or her Base Plan occurs) in a lump sum cash payment.  The
          Participant's written election to receive a lump sum cash payment
          shall be submitted on a form provided for that purpose by the Company,
          and consented to by the Participant's Spouse in writing if the
          Participant is married, and delivered to the Vice President, Corporate
          Compensation and Benefits, at least 13 months prior to the
          Participant's Early Retirement or Normal Retirement.  Such Spouse's
          consent must acknowledge the effect of such election and



                                        9



          be witnessed by a notary public.  If a Participant dies after making
          such election and prior to his or her Early Retirement or Normal
          Retirement, the lump sum cash payment shall be made to the
          Participant's surviving Spouse in accordance with Section 3.5 or
          Section 3.6, whichever may be applicable, or to the Participant's
          surviving Children in accordance with Section 3.7.

4.2  TIME OF PAYMENTS.  Benefit payments paid pursuant to Sections 3.1 or 3.2,
respectively, shall begin (or, in the event that the Participant has complied
with Section 4.1(b), be paid) 30 days after the Participant's Normal Retirement
or Early Retirement, as the case may be.  Payments pursuant to Section 3.4 of
the Plan shall commence 30 days after the later of (a) the last day of the
calendar month in which the Participant is determined to have become Permanently
and Totally Disabled under his or her Base Plan or (b) 6 months after his or her
last full day of active employment if he or she elects an immediate disability
benefit under his or her Base Plan; but if he or she elects a deferred
disability benefit under his or her Base Plan, payments shall commence (or, in
the event that the Participant has complied with Section 4.1(b), the present
value of such benefits shall be paid) 30 days after his or her Early Retirement
or Normal Retirement.  Payments pursuant to Sections 3.5 and 3.6 of the Plan
shall commence (or, in the event that the Participant has complied with Section
4.1(b), the present value of such benefits shall be paid) 30 days after the
Participant's death if he or she was eligible for Early Retirement or 30 days
after the date he or she would have attained his or her earliest retirement
eligibility under his or her Base Plan.  Payments pursuant to Section 3.7 of the
Plan shall commence (or, in the event that the Participant has complied with
Section 4.1(b), the present value of such benefits shall be paid) 30 days after
the date of the Participant's death.

4.3  PAYMENT SUBSEQUENT TO A CHANGE IN CONTROL.
     (A)  PAYMENT UPON TERMINATION OF EMPLOYMENT.
          Notwithstanding any Plan provision to the contrary, if subsequent to a
          Change in Control, a Participant's employment shall be terminated by
          the



                                       10



Participant for "Good Reason" (as defined in the Honeywell Key Employee
Severance Plan) or by the Company other than for "Cause" (as defined in the
Honeywell Key Employee Severance Plan) or Permanent and Total Disability, the
present value of the benefits payable pursuant to Section 3.3 (utilizing the
interest rate and mortality assumptions set forth in Table I, which may be
modified from time to time by the Board of Directors of Honeywell Inc.) shall be
paid as a lump sum cash payment to the Participant on the fifth business day
after such termination.

     (B)  PAYMENT UPON IMPOSITION OF FEDERAL OR STATE INCOME TAXES.
          If subsequent to a Change in Control, any Participant is determined to
          be subject to Federal or state income tax on any amount accrued on his
          or her behalf under this Plan prior to the time of payment hereunder,
          Federal or state taxes attributable to the amount determined to be so
          taxable shall be distributed by the Plan to such Participant.  An
          amount accrued on his or her behalf under this Plan shall be
          determined to be subject to Federal income tax upon the earliest of:


          (i)  a final determination by the United States Internal Revenue
               Service addressed to the Participant which is not appealed to the
               courts;

         (ii)  a final determination by the United States Tax Court or any other
               federal Court affirming any such determination by the Internal
               Revenue Services; or

        (iii)  an opinion by the Tax Counsel of the Company addressed to the
               Company and the Trustee, that, by reason of Treasury Regulations,
               amendments to the Internal Revenue Code, published Internal
               Revenue Service rulings, court decisions or other substantial



                                       11



               precedent, amounts accrued on a Participants behalf hereunder are
               subject to Federal or state income tax prior to payment.

     The Company shall undertake at its sole expense to defend any tax claims
     described herein which are asserted by the Internal Revenue Service or by
     any state revenue authority against any Participant subsequent to a Change
     in Control, including attorney fees and costs of appeal, and shall have the
     sole authority to determine whether or not to appeal any determination made
     by the Service, by any state revenue authority or by a lower court.  The
     Company also agrees to reimburse any Participant for any interest or
     penalties in respect of Federal or state tax claims hereunder upon receipt
     of documentation of same.  Any distribution from the Plan to the
     Participant under this Section 4.3(b) shall be applied in an equitable
     manner to reduce Company liabilities to such Participant under the Plan.

4.4  PAYMENTS SUBSEQUENT TO THE PARTICIPANT'S RETIREMENT.  At any time before or
after a Change in Control, a Participant, after he or she has retired under the
provisions of the Base Plan on or after December 17, 1991, or the surviving
Spouse or beneficiary of the Participant, after the Participant's death
subsequent to such retirement on or after December 17, 1991, may elect to
receive the present value of his or her remaining benefits to which he or she is
entitled under this Plan in one lump sum cash payment at any time after the
Participant's date of retirement or death, respectively, as computed as of the
last day of the month in which the request is received by the Vice President,
Corporate Compensation and Benefits, by utilizing the interest rate and
mortality assumptions set forth on Table I, which may be modified from time to
time by the Board of Directors of Honeywell Inc., and then reduced by a penalty,
which shall be forfeited to the Company, (a) which is equal, before a Change in
Control, to 10 percent of the present value of any unpaid benefits, and (b)
which is equal, after a Change in Control, to 6 percent of the present value of
such unpaid benefits.  Payment of such benefits shall be effected on the last
day of the next month following the month in which the request is received.




                                       12



ARTICLE V - ADMINISTRATION OF THE PLAN

5.1  PERSONNEL COMMITTEE.  The Plan shall be administered by the Personnel
Committee of Honeywell's Board of Directors which shall have the authority to
determine Plan eligibility and the amount of Plan benefits to which a
Participant or beneficiary is entitled to receive, interpret the Plan, maintain
records and issue such regulations as it shall from time to time deem
appropriate.  The interpretations of such Committee shall be final.  The
Committee shall have absolute discretion in carrying out its responsibilities.
No Participant or beneficiary of this Plan may be a member of this Committee.



                                       13



ARTICLE VI - AMENDMENT AND TERMINATION


6.1  AMENDMENT AND TERMINATION.  The Board of Directors of Honeywell Inc. may
amend or terminate the Plan at any time, provided, however, that no such
amendment or termination shall adversely affect a benefit payable on the Normal
or Early Retirement, death or Permanent and Total Disability of a Participant
with respect to the Participant's employment by the Company prior to the date of
such amendment or termination unless such benefit is or becomes payable under
another plan or practice adopted by such Board of Directors.  In the event of
termination of the Plan, any benefits which have accrued hereunder shall be paid
in the form and at the time determined under Section 4.1(a) of the Plan.



                                       14



ARTICLE VII - GENERAL CONDITIONS


7.1  NON-ASSIGNABILITY OF THE RIGHT TO RECEIVE BENEFITS.  The right to receive
benefits under the Plan may not be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered, or subjected to any charge or legal process.

7.2  APPLICABLE LAW.  All questions pertaining to the construction, validity and
effect of the Plan shall be determined in accordance with the laws of the United
States and the State of Minnesota, other than its laws respecting choice of law.



                                       15



ARTICLE VIII - FUNDING


8.1  SOURCE OF PAYMENTS.  All payments hereunder shall be paid in cash from the
general funds of the Company, and no special or separate fund shall be
established since it is the intent to pay benefits as they become payable from
operating revenue.  The Company may, however, in its sole discretion, establish
a separate reserve which may be held by it from which such benefits may be paid.
The foregoing shall not preclude the establishment by the Company of a "rabbi
trust" or the use of assets contributed to a "rabbi trust" to pay benefits under
the Plan.

8.2  STATUS OF PARTICIPANTS.  A Participant shall have no right, title, or
interest whatever in or to any investments which the Company may make to aid it
in meeting its obligations hereunder.  Nothing contained in this Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship, between the Company and a
Participant or any other person.  To the extent that any person acquires a right
to receive payments from the Company, such right shall be no greater than the
right of an unsecured creditor.

8.3  FICA AND FUTA CONTRIBUTIONS ON PLAN BENEFITS.  All amounts which have
accrued to a Participant under this Plan with respect to a Participant's service
with the Company after December 31, 1983, as provided in this Section 8.3 shall
be considered "wages" for purposes of the Federal Insurance Contribution Act
("FICA") and the Federal Unemployment Tax Act ("FUTA") as of the earliest of (i)
the date of the commencement of the Participant's Normal Retirement benefits,
Early Retirement benefits, Total and Permanent Disability benefits, or
commencement of Pre-retirement Surviving Spouse Benefits to the Participant's
spouse or Surviving Children's Benefits to his or her Child or Children
("Benefit Commencement Date"); (ii) the date in 1993 on which an active
Participant submitted an application for retirement benefits under the Base Plan
or resigned his or her employment with the Company, effective in 1994 but prior
to July 1, 1994; or (iii) the date in 1993 on which a specified accrued benefit
is determined with



                                       16



respect to any other Participant in the Plan who is designated by the Vice
President Corporate Human Resources and approved by the Chief Executive Officer
of the Company prior to December 31, 1993.

Effective with the first payment made under the Plan after December 31, 1990,
any amount taken into account as wages with respect to a Participant's Benefit
Commencement Date occurring after the applicable effective date specified in the
Social Security Amendment of 1983 by reason of this Section 8.3 shall not again
be treated as wages for FICA or FUTA purposes.  However, no Participant shall be
entitled to a refund from the Company of any previously paid FICA or FUTA
contributions as a result of the application of this Section 8.3.

In order to compute the present value of a Participant's benefit under this Plan
for purposes of determining the amount of any FICA or FUTA contribution payable
with respect to such benefit, such present value shall be determined in
accordance with Table I.



                                       17



                                     TABLE I

                   ACTUARIAL ASSUMPTIONS FOR LUMP SUM PAYMENTS

                       (Amended through December 21, 1993)


     The present value of Plan benefits for purposes of Section 4.1(b), Section
     4.3(a), Section 4.4 and Section 8.3 shall be calculated using the following
     actuarial assumptions:

          Interest:      8-1/2 percent per annum discount rate

          Mortality:     1983 Group Annuity Mortality Table for healthy males