Supplemental Non-Qualified Sav

Supplemental Non-Qualified Savings Plan For Highly Compensated Employees - Honeywell International Inc.(Mar 7, 2000)

 SUPPLEMENTAL NON-QUALIFIED SAVINGS PLAN FOR HIGHLY COMPENSATED
 EMPLOYEES OF HONEYWELL INTERNATIONAL INC. AND ITS SUBSIDIARIES
                    (Career Band 6 and above)
          (As Amended and Restated as of March 7, 2000)
                                
1.   Eligibility
     -----------
      Those  highly compensated employees ('HCEs')  of  Honeywell
International  Inc.  (the  'Corporation')  and  its  subsidiaries
within the meaning of Section 414(q) of the Internal Revenue Code
of  1986 (the 'Code') in Career Band 6 and above who are eligible
to  participate in any of the qualified (as determined under Code
Section  401(a)) savings plans maintained by the  Corporation  or
its  subsidiaries,  other  than  any  such  plan  maintained   by
Honeywell  Inc.  prior to April 1, 2000, (the 'Qualified  Savings
Plans')  are  eligible  to participate in the  Supplemental  Non-
Qualified  Savings  Plan  for  Highly  Compensated  Employees  of
Honeywell International Inc. and its Subsidiaries (Career Band  6
and above) (the 'Plan').
2.   Definitions
     -----------
     Capitalized terms not otherwise defined in the Plan have the
respective meanings set forth in the applicable Qualified Savings
Plans.
3.   Participation
     -------------
     (a)  Time and Form of Election. Any eligible employee may
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become a participant in the Plan (a 'Participant') as  of  the 
beginning of the next available pay period, by executing a written 
or electronic notice of election to participate and filing  such
notice  with the Plan Administrator (as defined in Section 10(a))
prior  to  the  beginning of such pay period.   Such  notice  may
direct  that  a portion (determined in accordance with  paragraph
4(a)) of the base annual salary exclusive of shift differentials,
overtime  or  other premium pay, bonus, incentive or other  extra
compensation,  but  inclusive of severance pay (unless  otherwise
specifically  excluded  by  the severance  pay  plan)  or  salary
deferred  under  this Plan or otherwise ('Base  Annual  Salary'),
which would have been payable to such Participant during such pay
period  and  succeeding pay periods, in lieu of such payment,  be
credited to a deferred compensation account maintained under  the
Plan  as  an  unfunded book entry stated as a cash  balance  (the
'Participant's   Account').    Amounts   so   credited   to   the
Participant's  Account  shall  constitute  'Participant  Deferred
Contributions.'   A  Participant's  election  to  direct  that  a
portion  of  his  or her Base Annual Salary be  credited  to  the
Participant's  Account  shall  continue  in  effect   until   the
Participant  terminates  such election,  the  Participant  is  no
longer  an  HCE  or  the  Participant is no  longer  eligible  to
contribute  to the Qualified Savings Plans.  Any such termination
shall  be  effective only with respect to the Participant's  Base
Annual  Salary payable after the end of the pay period  in  which
one  of  the  events in the preceding sentence  occurs.   Amounts
credited to the Participant's Account prior to the effective date
of  the  termination of the election shall not  be
                             
affected and shall  be  distributed only in accordance with the 
terms of the Plan and Participant's distribution election thereunder.
     (b)  Change or Resumption of Amount Deferred.  A Participant may
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elect at any time to modify the amount of Base Annual Salary to be
credited  to  the  Participant's Account under  the  Plan,  which
modification shall be effective for the next available pay period
following  his  or  her  election.   Amounts  credited   to   the
Participant's Account prior to the effective date of such  change
shall  not  be  affected by such change and shall be  distributed
only in accordance with the terms of the Plan.
4.   Contributions to Participants' Accounts
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     (a)  Participant Deferred Contributions.  A Participant may elect
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to defer  an  aggregate amount, rounded to the nearest full  dollar,
equal  to  the difference between (i) a full percentage  of  such
Participant's  Base  Annual  Salary  from  1%  to   the   maximum
percentage permitted under the Qualified Savings Plans  and  Code
Section   415(c)(1)(B)  for  Before-Tax   Contributions   by   an
individual  who is not an HCE and who is eligible to  participate
in  the  Qualified  Savings Plans, without regard  to  any  other
limitations which may apply under the Code and without regard  to
any  After-Tax  Contributions  which  might  be  made  under  the
Qualified  Savings Plans, and (ii) the full amount of  Before-Tax
Contributions  made  by  such  Participant  under  the  Qualified
Savings  Plans; provided, however, that a Participant who  elects
to  defer  any  amount hereunder shall be required  to  make  the
maximum  Before-Tax Contributions permissible under the Qualified
Savings  Plans for the applicable Plan Year (after giving  effect
to  deferrals  under the Plan or otherwise). Notwithstanding  the
preceding  sentence, there shall be credited to the Participant's
Account an amount equal to the product of (x) the number of whole
shares  of common stock of Honeywell International Inc.  ('Common
Stock')  credited  to  such Participant's Account  under  Section
5(b),  and  (y) $.077 (such product rounded to the  nearest  full
dollar).   The  amount  determined under the  preceding  sentence
shall  be  credited to the Participant's Account  as  Participant
Deferred Contributions in accordance with Section 5(a) and  shall
be  credited to such Account no later than the last  day  of  the
calendar  year  in  which  this  amended  and  restated  Plan  is
effective.
     (b)  Plan Employer Contributions.  There shall be credited to 
          ---------------------------
the Participant's Account employer contributions under the Plan
('Plan  Employer Contributions') in an aggregate amount equal  to
(i)  minus  (ii),  where  (i) is 50%  (for  participants  in  the
Qualified   Savings   Plans  with  less   than   60   Months   of
Participation) or 100% (for participants in the Qualified Savings
Plans with at least 60 Months of Participation) of the lesser  of
(x) 8% of the Participant's Base Annual Salary, or (y) the sum of
the  Participant's Participant Contributions under the  Qualified
Savings  Plans and Participant Deferred Contributions  under  the
Plan,  expressed as a percentage of Base Annual Salary, and  (ii)
is  the  total amount of Employer Contributions made with respect
to  the  Participant under the Qualified Savings Plans; provided,
however,  that  in  no  event shall the  combined  Plan  Employer
Contributions and Employer Contributions made with respect to the
Participant  exceed 8% of the Participant's Base  Annual  Salary,
and provided, further, that Plan Employer Contributions shall not
be  made  with  respect  to a Participant during  any  period  of
suspension  of  Employer  Contributions  with  respect  to   such
Participant  under  the  terms of the 
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Qualified  Savings  Plans, whether  or  not  such Participant 
continues to make Participant Contributions under the Qualified 
Savings Plans during the period of such suspension.
     (c)  Vesting.  Participant Deferred Contributions, Plan Employer
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Contributions (collectively 'Total Contribution Amounts') and all
amounts  accrued  with respect to Total Contribution  Amounts  in
accordance  with  Section 5, shall be vested  at  the  time  such
amounts are credited to the Participant's Account.
     (d)  All Contributions Prorated. Total Contribution Amounts shall
          --------------------------
be credited to a Participant's Account each pay period.
5.   The Participant's Account
     -------------------------
      (a)   Crediting  of  Participant's  Accounts.   Participant
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Deferred Contributions shall be credited to the Participant's Account
under  the Plan as unfunded book entries stated as cash balances.
Participant  Deferred Contributions credited to the Participant's
Account  prior  to January 1, 1994 or after the  Participant  has
terminated  employment shall accrue amounts (to  be  posted  each
Valuation  Date) equivalent to interest, compounded daily,  at  a
rate  based  upon the cost to the Corporation of borrowing  at  a
fixed  rate  for a 15-year term.  Such rate shall  be  determined
annually  by  the Chief Financial Officer of the  Corporation  in
consultation with the Treasurer of the Corporation.   Participant
Deferred  Contributions credited to the Participant's Account  on
or  after  January  1, 1994, but before a Participant  terminates
employment,  shall  accrue amounts (to be posted  each  Valuation
Date)  equivalent  to  interest,  compounded  daily,  at  a  rate
determined   annually   by   the   Management   Development   and
Compensation  Committee  (the  'Committee')  of  the   Board   of
Directors (the 'Board') of the Corporation.  The rate established
in  the  preceding sentence 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 and, once established for a calendar year,
shall  remain in effect with respect to all Participant  Deferred
Contributions credited to the Participant's Account  during  such
calendar  year until such amounts are distributed.  Plan Employer
Contributions  shall  be  credited to the  Participant's  Account
under  the  Plan  as unfunded book entries stated  as  shares  of
Common Stock (including fractional shares).  The number of shares
of  Common  Stock  credited to a Participant's Account  shall  be
determined  by dividing the equivalent cash amount (as determined
under  Section 4(b)) by the closing price of Common Stock on  the
day  that  such Plan Employer Contributions are credited  to  the
Participant's Account.  Amounts equivalent to the dividends  that
would  have been payable in respect of the Common Stock shall  be
credited to the Participant's Account as if reinvested in  Common
Stock,  with the number of shares credited determined by dividing
the  equivalent  cash  dividend amount by the  closing  price  of
Common  Stock on the date the dividends would have been  payable.
Amounts  credited  to  the  Participant's  Account  shall  accrue
amounts equivalent to interest and dividends, as the case may be,
until distributed in accordance with the Plan.
      (b)  Transition Rule for Plan Employer Contributions.   The
           -----------------------------------------------
balance of each Participant's Account attributable to Plan Employer
Contributions, determined as of the close of business on the  day
prior  to the effective date of the amendment and restatement  of
the  Plan and adjusted to reflect all gains, losses and dividends
that have been credited to such Participant's Account through the
day  prior  to such effective date, shall be converted  into  the
equivalent 
                             3
number  of shares of Common Stock  by  dividing  such balance by
the closing price of Common Stock on the trading  date next 
preceding  such effective date.  Such amount  shall  be  an
unfunded  book  entry only and shall (i) thereafter  be  credited
with equivalent dividend amounts in accordance with Section 5(a),
and (ii) be distributed in accordance with Section 6(a)(ii).
6.   Distribution from Accounts
     --------------------------
     (a)  Form of Election.
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         (i)  Participant Deferred Contributions.  At the time a
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Participant  makes  an  election pursuant to  Section  3(a),  the
Participant  shall  also make an election  with  respect  to  the
distribution of the aggregate amount of the Participant  Deferred
Contributions, plus earnings credited thereon pursuant to Section
5 (collectively the 'Participant Deferred Contribution Amounts'),
credited  to the Participant's Account pursuant to such election.
A  Participant may elect to receive such amount in  one  lump-sum
payment  or  in  a number of annual installments (up  to  fifteen
installments).   The  lump-sum payment or the  first  installment
shall be paid in cash as soon as practicable during the month  of
January  of  such  future calendar year as  the  Participant  may
designate  or,  if  the  Participant  so  elects,  as   soon   as
practicable  during  the month of January of  the  calendar  year
immediately  following  the  later  of  the  year  in  which  the
Participant last contributed to the Plan or the year in which the
Participant terminates employment with the Corporation or any  of
its  subsidiaries (whether by reason of Retirement or otherwise).
Except   as   otherwise   provided  in  Section   8,   subsequent
installments shall be paid in cash as soon as practicable  during
the  month of January of each succeeding calendar year until  the
entire  amount  of the Participant Deferred Contribution  Amounts
shall  have been paid.  The amount of each installment  shall  be
determined by multiplying the balance of the Participant Deferred
Contribution  Amounts each year by a fraction, the  numerator  of
which  is  one and the denominator of which is (A) the number  of
installments  elected,  reduced  by  (B)  one  for  each   annual
installment previously received.
         (ii) Plan Employer Contributions. The distribution election
              ---------------------------
made  pursuant to subsection (i) above shall also  apply  to  the
timing  of the distribution of the aggregate number of shares  of
Common  Stock  representing the Plan Employer Contributions  plus
reinvested  dividends  pursuant to Section  5  (collectively  the
'Plan   Employer   Contribution   Amounts')   credited   to   the
Participant's  Account  pursuant to Section  5.   Except  to  the
extent otherwise provided with respect to fractional shares,  all
distributions of Plan Employer Contribution Amounts shall be made
in  Common  Stock.  A Participant may elect to receive such  Plan
Employer  Contribution Amounts in one lump-sum payment  or  in  a
number of annual installments (up to fifteen installments).   The
lump-sum payment or the first installment shall be paid  as  soon
as  practicable  during  the  month of  January  of  such  future
calendar  year  as  the  Participant may designate,  or,  if  the
Participant so elects, as soon as practicable during the month of
January  of the calendar year immediately following the later  of
the year in which the Participant last contributed to the Plan or
the  year in which the Participant terminates employment with the
Corporation  or  any of its subsidiaries (whether  by  reason  of
Retirement  or  otherwise).   Except  as  otherwise  provided  in
Section  8,  subsequent installments shall be  paid  as  soon  as
practicable  during  the  month of  January  of  each  succeeding
calendar  year  until  the entire amount  of  the  Plan  Employer
Contribution  Amounts shall have been paid.  The amount  of  each
                             4
installment shall be determined by (A) multiplying the balance of
the Plan Employer Contribution Amounts on the last Valuation Date
of each year by a fraction, the numerator of which is one and the
denominator  of which is (x) the number of installments  elected,
reduced  by  (y)  one  for  each  annual  installment  previously
received,  and  (B) rounding the result down to  the  next  whole
share of Common Stock; provided, however, the amount of the  last
installment  shall be determined without regard to  the  rounding
requirement  of  the  preceding portion of  this  sentence.   Any
fractional  shares of Common Stock shall be paid in an equivalent
cash  amount,  as  determined using the closing price  of  Common
Stock on the trading date next preceding the distribution date.
     (b)  Adjustment  of Method of Distribution.   Prior  to  the
          ------------------------------------
beginning of any  calendar year, a Participant may elect to change
the  timing and method of distribution of the Participant Deferred
Contribution  Amounts  and  Plan  Employer  Contribution  Amounts
credited  to  the  Participant's  Account  commencing  with  such
calendar  year.   Participant Deferred Contribution  Amounts  and
Plan  Employer Contribution Amounts credited to the Participant's
Account  prior to the effective date of such change  (the  'Prior
Balance'), and all amounts thereafter accrued with respect to the
Prior  Balance, shall not be affected by such change and,  except
as  otherwise  determined by the Plan Administrator  pursuant  to
Section  8,  shall  be  distributed only in accordance  with  the
election in effect at the time such Prior Balance was credited to
the Participant's Account.
      (c)(i) Distribution Default for Participant Deferred Contribution Amounts.
             ------------------------------------------------------------------
Any Participant Deferred Contribution Amounts credited to a Participant's
Account which are not covered by a timely distribution election under
subsections (a) and (b) above  shall be distributed to the Participant 
in one lump-sum cash payment as soon  as  practicable during the month
of January of the calendar year immediately following the later of the
year in which the Participant last contributed to the Plan or the year 
in which the Participant terminates his employment with the Corporation 
or any of its  subsidiaries (whether  by  reason of Retirement or
otherwise);  provided, however, if the Participant  has  made  an
election  pursuant to Sections 9(a)(i) or 9(a)(ii), the lump  sum
payment shall be made within the 90-day period following a Change
in Control, as defined in Section 9(c).
     (c)(ii)  Distribution Default for Plan Employer Contribution Amounts.
              -----------------------------------------------------------
Any Plan Employer Contribution Amounts credited to a Participant's
Account which are not covered by a timely distribution election
under subsections (a) and (b) above shall be distributed to the
Participant  in  Common Stock as soon as practicable  during  the
month  of January of the calendar year immediately following  the
later  of  the year in which the Participant last contributed  to
the  Plan  or  the year in which the Participant  terminates  his
employment  with  the  Corporation  or  any  of  it  subsidiaries
(whether   by  reason  of  Retirement  or  otherwise);  provided,
however,  if  the  Participant has made an election  pursuant  to
Sections  9(a)(i) or (ii), the distribution shall be made  within
the  90-day  period following a Change in Control, as defined  in
Section  9(c).   Any fractional shares of Common Stock  shall  be
paid  in  an  equivalent  cash amount, as  determined  using  the
closing  price of Common Stock on the trading date next preceding
the distribution date.
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7.   Distribution on Death
     ---------------------
     (a)  Participant Deferred Contribution Amounts. If a Participant
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should  die before all Participant Deferred Contribution  Amounts
credited  to  the  Participant's  Account  have  been   paid   in
accordance  with  the election referred to in  Sections  6(a)  or
6(b),  the  balance  of  the  Participant  Deferred  Contribution
Amounts  in such Participant's Account shall be paid in  cash  as
soon  as  practicable following the Participant's  death  to  the
beneficiary  designated in writing by the Participant  and  filed
with   the   Plan  Administrator;  provided,  however,   if   the
Participant has made an election pursuant to Sections 9(a)(i)  or
9(a)(ii),  such  amount shall be paid within  the  90-day  period
following  a Change in Control, as defined in Section  9(c).   If
(i)  no  beneficiary  designation has  been  made,  or  (ii)  the
designated beneficiary shall have predeceased the Participant and
no  further designation has been made, then such balance shall be
paid  to the estate of the Participant.  A Participant may change
the  designated beneficiary at any time during the  Participant's
lifetime  by filing a subsequent designation in writing with  the
Plan Administrator.
     (b)  Plan Employer Contribution Amounts. If a Participant 
          ----------------------------------
should die before all Plan Employer Contribution Amounts credited
to the Participant's Account have been paid in accordance with the
election referred to in Sections 6(a) or 6(b), the balance of the
Plan  Employer Contribution Amounts in such Participant's Account
shall  be  paid in Common Stock as soon as practicable  following
the  Participant's death to the beneficiary designated in writing
by  the  Participant  and  filed  with  the  Plan  Administrator;
provided,  however,  if  the Participant  has  made  an  election
pursuant  to Sections 9(a)(i) or 9(a)(ii), such amount  shall  be
paid  within the 90-day period following a Change in Control,  as
defined  in Section 9(c).  If (i) no such beneficiary designation
has  been  made,  or (ii) the designated beneficiary  shall  have
predeceased the Participant and no further designation  has  been
made,  then  such  balance shall be paid to  the  estate  of  the
Participant.  A Participant may change the designated beneficiary
at  any  time  during  the Participant's  lifetime  by  filing  a
subsequent  designation in writing with the  Plan  Administrator.
Any  fractional  shares  of Common Stock  shall  be  paid  in  an
equivalent cash amount, as determined using the closing price  of
Common  Stock on the trading date next preceding the distribution
date.
8.   Payment in the Event of Hardship
     --------------------------------
      Upon receipt of a request from a Participant, delivered  in
writing  to  the  Plan Administrator along with a Certificate  of
Unavailability of Resources form, the Plan Administrator, 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
amount  credited to the Participant's Account, including  accrued
amounts, if it finds in its sole discretion that payment of  such
amounts in accordance with the Participant's prior election under
Sections  6(a) or 6(b) would result in severe financial  hardship
to  the  Participant,  and such hardship  is  the  result  of  an
unforeseeable  emergency  caused  by  circumstances  beyond   the
control of the Participant.  Acceleration of payment may  not  be
made under this Section 8 to the extent that such hardship is  or
may  be  relieved  (a) through reimbursement or  compensation  by
insurance  or  otherwise, (b) by liquidation of the Participant's
assets, to the extent the liquidation of assets would not  itself
cause severe financial hardship, or 
                             6
(c) by cessation of deferrals under  this  Plan  or  any  tax-
qualified  savings  plan  of  the Corporation or its subsidiaries.
Any distribution of Participant Deferred Contribution Amounts
pursuant to this Section 8 shall be made in cash, while any 
distribution of Plan Employer Contribution Amounts pursuant to 
this Section 8 shall be made in Common  Stock.   Any fractional
shares of Common Stock shall be paid in an equivalent cash amount,
as  determined using the closing price of Common Stock on the trading
date next preceding the distribution date.
9.   Change in Control
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         (a)(i)   Initial Lump-Sum Payment Election.
                  ---------------------------------
Notwitstanding any election made pursuant to Section 6, any person
who becomes eligible to participate in the Plan may file a written
election with the Plan Administrator at the time the individual 
makes an election to participate pursuant to Section 3(a) to have 
the aggregate amount credited  to  the   Participant's   Account
(commencing  with  the  date on which such  written  election  is
filed)  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.  Any distribution of  Participant
Deferred Contribution Amounts pursuant to this Section 9 shall be
made   in   cash,   while  any  distribution  of  Plan   Employer
Contribution Amounts pursuant to this Section 9 shall be made  in
Common  Stock  (or the common stock of any successor  corporation
issued in exchange for, or with respect to, Common Stock incident
to the Change in Control).  Any fractional shares of Common Stock
(or  the  common  stock  of any successor corporation  issued  in
exchange  for, or with respect to, Common Stock incident  to  the
Change in Control) shall be paid in an equivalent cash amount.
       (a)(ii)     Subsequent  Lump-Sum  Payment   Election.    A
                   -----------------------------------------
Participant who did not make an election pursuant to Section 9(a)(i)
or who has revoked, pursuant to Section 9(a)(iii), an election 
previously made under Section 9(a)(i) or this Section 9(a)(ii) may,
prior to the  earlier of a Change in Control or the beginning of the
calendar  year in which the election is to take effect, elect  to
have  the aggregate amount credited to the Participant's  Account
for  all  calendar years commencing with the first calendar  year
beginning after the date the election is made, 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.
Amounts  credited  to  the Participant's  Account  prior  to  the
effective  date  of the election made pursuant  to  this  Section
9(a)(ii)  shall  not be affected by such election  and  shall  be
distributed following a Change in Control in accordance with  any
prior election in effect under Sections 9(a)(i) or 9(a)(ii).
      (a)(iii)   Revocation  of Lump-Sum  Payment  Elections.   A
                  -------------------------------------------
Participant may, prior to the earlier of a Change in Control or the
beginning of any calendar year, file an election revoking any 
election made pursuant to Sections 9(a)(i) or 9(a)(ii), with respect 
to amounts credited to the Participant's Account commencing with
the first calendar year beginning after the election is made. Amounts
credited to the Participant's Account prior to the effective date
of the election made pursuant to this Section 9(a)(iii) shall not
be affected by such election and shall be distributed following a
Change in Control in accordance with any prior election in effect
under Sections 9(a)(i) or 9(a)(ii).
     (b)  Interest Equivalents.  Notwithstanding anything to the
          ---------------------
contrary in the Plan, after a Change in Control, the Plan may not
provide, or be amended to provide, interest accruals with
                             7
respect to Participant Deferred Contributions at rates lower than
the rates in effect under Section 5 immediately prior to the Change 
in Control.
     (c)  Definition of Change in Control.  For purposes of the Plan,
          -------------------------------
a Change  in  Control is deemed to occur at the time (i)  when  any
entity,  person  or  group  (other  than  the  Corporation,   any
subsidiary or any savings, pension or other benefit plan for  the
benefit  of  employees  of the Corporation or  its  subsidiaries)
which  therefore beneficially owned less than 30% of  the  common
stock  then  outstanding acquires shares of  Common  Stock  in  a
transaction  or  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 shares 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, or 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  stockholders  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
Corporate  Governance Committee of the Board, in its  discretion,
determines to be a Change in Control for purposes of the Plan.
10.  Administration
     -------------
     (a)   Plan Administrator.  The Plan Administrator and 'named
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fiduciary'  for  purposes  of ERISA  shall  be  the  Senior  Vice
President-Human  Resources and Communications of the  Corporation
(or the person acting in such capacity in the event such position
is  abolished,  restructured or renamed).  The Plan Administrator
shall  have  the  authority to appoint one or  more  other  named
fiduciaries  of  the  Plan and to designate persons,  other  than
named  fiduciaries, to carry out fiduciary responsibilities under
the  Plan, pursuant to Section 405(c)(1)(B) of ERISA.  Any person
acting  on  behalf of the Plan Administrator shall serve  without
additional  compensation.  The Plan Administrator shall  keep  or
cause  to be kept such records and shall prepare or cause  to  be
prepared  such returns or reports as may be required  by  law  or
necessary for the proper administration of the Plan.
     (b)  Powers  and  Duties  of Plan Administrator.   The  Plan
          ------------------------------------------
Administrator shall have the full discretionary power and authority
to construe and interpret the Plan (including, without limitation,
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan);  to
determine all questions of fact arising under the Plan, including
questions  as  to eligibility for and the amount of benefits;  to
establish  such rules and regulations (consistent with the  terms
of   the   Plan)  as  it  deems  necessary  or  appropriate   for
administration  of  the  Plan;  to delegate  responsibilities  to
others  to  assist  it  in  administering  the  Plan;  to  retain
attorneys, consultants, accountants or other persons (who may  be
employees  of  the  Corporation and its subsidiaries)  to  render
advice  and  assistance as it shall determine to be necessary  to
effect  the  proper  discharge  of  any  duty  for  which  it  is
responsible; and to perform all other acts it believes reasonable
and  proper  in connection with the administration of  the  Plan.
                             8
The  Plan Administrator shall be entitled to rely on the  records
of  the  Corporation  and  its subsidiaries  in  determining  any
Participant's  entitlement to and the amount of benefits  payable
under  the  Plan.   Any determination of the Plan  Administrator,
including  interpretations  of the  Plan  and  determinations  of
questions of fact, shall be final and binding on all parties.
     (c)  Indemnification.  To the extent permitted by  law,  the
          ---------------
Corporation shall indemnify the Plan Administrator from all claims
for liability, loss, or damage (including payment of expenses in
connection with defense against such claims) arising from any act
or failure to act in connection with the Plan.
11.  Claims Procedures and Appeals
     -----------------------------
     (a)  Any request or claim for Plan benefits must be made  in
writing and shall be deemed to be filed by a Participant  when  a
written  request  is  made  by  the claimant  or  the  claimant's
authorized representative which is reasonably calculated to bring
the claim to the attention of the Plan Administrator.
     
     (b)   The Plan Administrator shall provide notice in writing
to  any Participant when a claim for benefits under the Plan  has
been  denied in whole or in part.  Such notice shall be  provided
within  90 days of the receipt by the Plan Administrator  of  the
Participant's claim or, if special circumstances require, and the
Participant  is so notified in writing, within 180  days  of  the
receipt  by  the  Plan Administrator of the Participant's  claim.
The  notice  shall  be  written in  a  manner  calculated  to  be
understood by the claimant and shall:
     
          (i)   set forth the specific reasons for the denial  of
benefits;
          
          (ii)   contain  specific references to Plan provisions
relative to the denial;
          
          (iii)  describe  any material and  information,  if
any, necessary for the claim for benefits to be allowed, that had
been requested, but not received by the Plan Administrator; and
          
          (iv) advise the Participant that any appeal of the Plan
Administrator's adverse determination must be made in writing  to
the  Plan  Administrator  within 60 days  after  receipt  of  the
initial  denial notification, and must set forth the  facts  upon
which the appeal is based.
     
     (c)   If  notice  of the denial of a claim is not  furnished
within  the  time  periods set forth above, the  claim  shall  be
deemed  denied and the claimant shall be permitted to proceed  to
the  review procedures set forth below.  If the Participant fails
to  appeal the Plan Administrator's denial of benefits in writing
and  within  60  days  after receipt by the claimant  of  written
notification  of denial of the claim (or within 60 days  after  a
deemed   denial   of   the   claim),  the  Plan   Administrator's
determination shall become final and conclusive.
     
     (d)   If  the  Participant appeals the Plan  Administrator's
denial  of  benefits in a timely fashion, the Plan  Administrator
shall  re-examine all issues relevant to the original  denial  of
benefits.   Any  such  claimant, or his or  her  duly  authorized
representative, may review any 
                             9
pertinent documents, as determined by the Plan Administrator, and
submit in writing any issues  or comments to be addressed on appeal.
     
     (e)  The Plan Administrator shall advise the Participant and
such individual's representative of its decision, which shall  be
written  in a manner calculated to be understood by the claimant,
and  include specific references to the pertinent Plan provisions
on  which  the  decision is based.  Such response shall  be  made
within  60 days of receipt of the written appeal, unless  special
circumstances require an extension of such 60-day period for  not
more  than  an  additional  60 days.   Where  such  extension  is
necessary,  the  claimant shall be given written  notice  of  the
delay.   If  the decision on review is not furnished  within  the
time set forth above, the claim shall be deemed denied on review.
     (f)   Any dispute, controversy, or claim arising out  of  or
relating to any Plan benefit, including, without limitation,  any
dispute, controversy or claim as to whether the decision  of  the
Plan  Administrator respecting the benefits under  this  Plan  or
interpretation of this Plan is arbitrary and capricious, that  is
not  settled in accordance with the procedures outlined  in  this
Section 11, shall be settled by final and binding arbitration  in
accordance  with the American Arbitration Association  Employment
Dispute  Resolution or other applicable Rules.  Before  resorting
to  arbitration, an aggrieved Participant must first  follow  the
review procedure outlined in this Section of the Plan.  If  there
is still a dispute after the procedures in this Section have been
exhausted,  the Participant must request arbitration  in  writing
within six (6) months after the Plan Administrator issues, or  is
deemed  to have issued, its determination under subparagraph  (e)
above.
          The arbitrator shall be selected by mutual agreement of
the parties, if possible.  If the parties fail to reach agreement
upon  appointment  of  an  arbitrator within  30  days  following
receipt  by  one party of the other party's notice of  desire  to
arbitrate,  the  arbitrator shall be selected  from  a  panel  or
panels   of   persons  submitted  by  the  American   Arbitration
Association  (the 'AAA').  The selection process  shall  be  that
which  is  set  forth  in the AAA Employment  Dispute  Resolution
Rules,  except that, if the parties fail to select an  arbitrator
from one or more panels, AAA shall not have the power to make  an
appointment but shall continue to submit additional panels  until
an arbitrator has been selected.
          
          All  fees and expenses of the arbitration, including  a
transcript  if requested, will be borne by the Corporation.   The
arbitrator shall have no power to amend, add to or subtract  from
this  Plan.  The award shall be admissible in any court or agency
action  seeking to enforce or render unenforceable this  Plan  or
any  portion  thereof.   Any  action to  enforce  or  vacate  the
arbitrator's  award shall be governed by the Federal  Arbitration
Act if applicable.
12.  Miscellaneous.
     -------------
     (a)  Anti-Alienation. The right of a Participant to receive any
          ---------------
amount  credited  to  the  Participant's  Account  shall  not  be
transferable or assignable by the Participant, except by will  or
by  the laws of descent and distribution.  To the extent that any
person  acquires  a  right to receive any amount  credited  to  a
Participant's Account hereunder, such right shall be  no  greater
than  that  of  an unsecured general creditor of the Corporation.
Except  as  expressly  provided  herein,  any
                             10
person having an interest in any amount credited to a Participant's 
Account under the Plan shall not be entitled to payment until the 
date the amount is due and payable.  No person shall be entitled to
anticipate any payment by assignment, pledge or transfer  in  any
form or manner prior to actual or constructive receipt thereof.
     (b)  Unsecured General Creditor.  Neither the Corporation nor
          --------------------------
any of its subsidiaries shall be required to reserve or otherwise
set aside funds, Common Stock or other assets for the payment of
its obligations hereunder.   However, the Corporation or any 
subsidiary  may,  in  its sole discretion,  establish  funds  for
payment  of  its  obligations hereunder.  Any  such  funds  shall
remain assets of the Corporation or such subsidiary, as the  case
may be, and subject to the claims of its general creditors.  Such
funds, if any, shall not be deemed to be assets of the Plan.  The
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.
     (c)  Withholding.  The Corporation shall withhold from any
          -----------
distribution made from Participant Deferred Contribution  Amounts
the  amount  necessary to satisfy applicable federal,  state  and
local   tax   withholding   requirements.    With   respect    to
distributions of Plan Employer Contribution Amounts, the delivery
of  the  shares  of  Common  Stock shall  be  delayed  until  the
Participant  makes  arrangements, pursuant to  procedures  to  be
adopted  by  the  Plan Administrator, to satisfy  the  applicable
federal, state and local tax withholding requirements.
     (d)  Termination and Amendment.  The Corporation may at any
          -------------------------
time amend or terminate the Plan.  No amendment or termination shall 
impair the rights of a Participant with respect to amounts then 
credited to the Participant's Account.
     (e)  Benefit Statements.  Each Participant will receive periodic
          ------------------
statements  (not  less  frequently than annually)  regarding  the
Participant's  Account.  Each such statement shall  indicate  the
amount  of the balances credited to the Participant's Account  as
of the end of the period covered by such statement.
     (f)  Legal Interpretation.  This Plan and its provisions shall
          --------------------
be construed in accordance with the laws of the State of Delaware 
to the extent such Delaware law is  not  inconsistent  with  the
provisions of ERISA.  The text of this Plan shall, to the  extent
permitted  by  law, govern the determination of  the  rights  and
obligations  created  or  referred to herein.   Headings  to  the
Sections, paragraphs and subparagraphs are for reference purposes
only  and do not limit or extend the meaning of any of the Plan's
provisions.
                                
     (g)  Employment.  The adoption and maintenance of this Plan
          ----------
shall not be deemed to constitute a contract between the Corporation
or its subsidiaries and any employee or to be a consideration for 
or condition of employment of any person.  No provision of the Plan
shall be deemed to give any employee the right to continue in the
employ  of  the Corporation or its subsidiaries or  to  interfere
with  the  right  of  the  Corporation  or  its  subsidiaries  to
discharge  any employee at any time without regard to the  effect
which such discharge might have upon the employee's participation
in the Plan or benefits under it.
                             11
   
     (h)   Fiduciary Capacities.  Any person or group of persons
           --------------------
may serve in more than one fiduciary capacity with respect to the Plan.
For purposes  of this Section 12(h), the term 'fiduciary' shall  have
the same meaning as in ERISA.
     (i)  Participants  Subject to Section  16.   Notwithstanding
          ------------------------------------
anything herein  to the contrary, if any request, election or other 
action under the Plan affecting a Participant subject to Section 16
of the  Securities Exchange Act of 1934 should require the approval
of the Committee to exempt such request, election or other action
from  potential liability under Section 16, then the approval  of
the  Committee shall be obtained in lieu of the approval  of  the
Plan Administrator.
                             12