Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
AlliedSignal Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962-2497
(Address of Principal Executive Offices) (Zip Code)
----------------------
ASEC Manufacturing Savings Plan
(Full title of the plan)
----------------------
PETER M. KREINDLER, ESQ.
Senior Vice President, General Counsel and Secretary
AlliedSignal Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497
(Name and address of agent for service)
(201) 455-2000
(Telephone number, including area code of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered (1) registered share (2) price (2) fee (2)
- -----------------------------------------------------------------------------
Common Stock,
par value $1.00 200,000 shares $45.063 $9,012,600 $1,802.52
per share
- -----------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, as amended (the "Act"), this registration statement
also covers an indeterminate amount of interests to be offered or
sold pursuant to the ASEC Manufacturing Savings Plan.
(2) Estimated in accordance with Rule 457(h) of the Act, solely
for the purpose of calculating the registration fee based on an
assumed price of $45.063 per share, the average of the high and
low sales prices of the Common Stock of AlliedSignal Inc. on the
New York Stock Exchange Composite Tape on November 10, 1995.
<PAGE>
-2-
Item 3. Incorporation of Documents by Reference
The following documents have been filed by AlliedSignal Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission") and are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the year
ended December 31, 1994;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1995;
(c) the description of the Company Common Stock set forth
in Note 17 of Notes to Financial Statements included in
Exhibit 13 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.
All documents filed by the Company or the ASEC Manufacturing
Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this registration statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
The Company's consolidated financial statements, incorporated
herein by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, have been so incorporated
in reliance on the reports of Price Waterhouse LLP ("Price
Waterhouse"), independent accountants, given on the authority of
said firm as experts in auditing and accounting.
With respect to the unaudited consolidated financial
information of the Company for the periods ended March 31, 1995,
June 30, 1995 and September 30, 1995, incorporated herein by
reference, Price Waterhouse reported that they have applied
limited procedures in accordance with professional standards for
a review of such information. However, their separate reports
dated April 21, 1995, July 25, 1995 and October 27, 1995,
incorporated by reference herein, state that they did not audit
and they do not express an opinion on that unaudited consolidated
financial information. Price Waterhouse has not carried out any
significant or additional audit tests beyond those which would
have been necessary if their reports had not been included.
Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature
of the review procedures applied. Price Waterhouse is not
subject to the liability provisions of Section 11 of the Act for
their reports on the unaudited consolidated financial information
because each report is not a "report" or a "part" of the
registration statement prepared or certified by Price Waterhouse
within the meaning of Sections 7 and 11 of the Act.
<PAGE>
-3-
Item 6. Indemnification of Directors and Officers
Under Article ELEVENTH of the Company's Restated Certificate
of Incorporation, each person who is or was a director or officer
of the Company, and each director or officer of the Company who
serves or served any other enterprise or organization at the
request of the Company, shall be indemnified by the Company to
the full extent permitted by the Delaware General Corporation
Law.
Under such law, to the extent that such a person is successful
on the merits or otherwise in defense of a suit or proceeding
brought against such person by reason of the fact that such
person is or was a director or officer of the Company, or serves
or served any other enterprise or organization at the request of
the Company, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in
connection with such action.
If unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such a suit is settled, such a person shall
be indemnified under such law against both (1) expenses
(including attorneys' fees) and (2) judgments, fines and amounts
paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed
to, the best interests of the Company, and with respect to any
criminal action, had no reasonable cause to believe such person's
conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right
of the Company, or if such suit is settled, such a person shall
be indemnified under such law only against expenses (including
attorneys' fees) actually and reasonably incurred in the defense
or settlement of such suit if such person acted in good faith and
in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the Company except that if such
person is adjudged to be liable in such suit to the Company, such
person cannot be made whole even for expenses unless the court
determines that such person is fairly and reasonably entitled to
indemnity for such expenses.
In addition, the Company maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form
policies. The risks covered by such policies include certain
liabilities under the securities laws.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit
No. Description
----
4.1 The Company's Restated Certificate of
Incorporation (incorporated by reference to Exhibit
99.1 to the Company's Form 10-Q for the quarter ended
March 31, 1993).
4.2 The Company's By-laws, as amended
(incorporated by reference to Exhibit 99.2 to the
Company's Form 10-Q for the quarter ended March 31,
1993).
15 Independent Accountants' Acknowledgment Letter as to
the incorporation of their report relating
to unaudited interim financial information
(filed herewith).
<PAGE>
-4-
23 Consent of Price Waterhouse LLP (filed herewith).
24 Powers of Attorney (filed herewith).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
Provided, however, that paragraphs (i) and (ii) above
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any
liability under the Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act, and each filing
of the Plan's annual report pursuant to Section 15(d) of the
Exchange Act, that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person
<PAGE>
-5-
in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
(d) To submit the Plan and, from time to time, any
amendments thereto necessary to maintain the tax-qualified
status of the Plan to the Internal Revenue Service ("IRS")
in a timely manner and to make all changes required by the
IRS in order to continue to qualify the Plan.
<PAGE>
-6-
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 15th day of November, 1995.
AlliedSignal Inc.
By: /s/ G. Peter D'Aloia
--------------------------
G. Peter D'Aloia
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
* Director, Chairman of the
- --------------------------- Board and Chief Executive
(Lawrence A. Bossidy) Officer
*
- --------------------------- Director
(Hans W. Becherer)
*
- --------------------------- Director
(Eugene E. Covert)
*
- --------------------------- Director
(Ann M. Fudge)
*
- --------------------------- Director
(Paul X. Kelley)
*
- --------------------------- Director
(Robert P. Luciano)
*
- --------------------------- Director
(Robert B. Palmer)
*
- --------------------------- Director
(Russell E. Palmer)
*
- --------------------------- Director
(Ivan G. Seidenberg)
<PAGE>
-7-
*
- --------------------------- Director
(Andrew C. Sigler)
*
- --------------------------- Director
(John R. Stafford)
*
- --------------------------- Director
(Thomas P. Stafford)
*
- --------------------------- Director
(Robert C. Winters)
/s/ Richard F. Wallman Senior Vice President and November 15, 1995
- --------------------------- Chief Financial Officer
(Richard F. Wallman) (Principal Financial Officer)
/s/ G. Peter D'Aloia Vice President and Controller November 15, 1995
- --------------------------- (Principal Accounting Officer)
(G. Peter D'Aloia)
*By: /s/ Peter M. Kreindler
----------------------- November 15, 1995
(Peter M. Kreindler,
Attorney-in-Fact)
<PAGE>
-8-
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Morris, State of New Jersey, on
the 15th day of November, 1995.
ASEC Manufacturing Savings Plan
By: /s/ Donald J. Redlinger
----------------------------------------
Donald J. Redlinger
Senior Vice President-Human Resources
and Communications of AlliedSignal Inc.
<PAGE>
-9-
EXHIBIT INDEX
Exhibit
No. Description Page
- ------- ----------- -----
4.1 The Company's Restated Certificate of
Incorporation (incorporated by reference to
Exhibit 99.1 to the Company's Form 10-Q for the
quarter ended March 31, 1993).
4.2 The Company's By-laws, as amended (incorporated
by reference to Exhibit 99.2 to the Company's
Form 10-Q for the quarter ended March 31, 1993).
15 Independent Accountants' Acknowledgment Letter as
to the incorporation of their report relating to
unaudited interim financial information (filed
herewith).
23 Consent of Price Waterhouse LLP (filed herewith).
24 Powers of Attorney (filed herewith).
Exhibit 15
November 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Ladies and Gentlemen:
We are aware that AlliedSignal Inc. has incorporated by
reference our reports dated April 21, 1995, July 25, 1995
and October 27, 1995 (issued pursuant to the provisions of
Statement on Auditing Standards No. 71) in its Registration
Statement on Form S-8 to be filed on or about November 15,
1995. We are also aware of our responsibilities under the
Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 1, 1995, which appears on page 38 of the 1994
Annual Report to Shareowners of AlliedSignal Inc. (the
"Company"), which is incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the reference to us
under the heading "Interests of Named Experts and Counsel"
in this Registration Statement.
/s/ Price Waterhouse
Price Waterhouse LLP
Morristown, New Jersey
November 15, 1995
POWER OF ATTORNEY
I, Lawrence A. Bossidy, Chairman and Chief Executive Officer
and a director of AlliedSignal Inc., a Delaware corporation (the
"Company"), hereby appoint Peter M. Kreindler, G. Peter D'Aloia
and Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as an officer or
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed 500 million;
- 2 -
<PAGE>
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Lawrence A. Bossidy
-----------------------
Lawrence A. Bossidy
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, Hans W. Becherer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Hans W. Becherer
--------------------
Hans W. Becherer
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, Eugene E. Covert, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Eugene E. Covert
--------------------
Eugene E. Covert
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Peter M. Kreindler, G. Peter D'Aloia and Nancy A. Garvey, each
with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon
exercise thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Ann M. Fudge
----------------
Ann M. Fudge
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, Paul X. Kelley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Paul X. Kelley
------------------
Paul X. Kelley
Dated: February 3, 1995
>PAGE>
POWER OF ATTORNEY
I, Robert P. Luciano, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Robert P. Luciano
---------------------
Robert P. Luciano
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, Robert B. Palmer, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Peter M. Kreindler, G. Peter
D'Aloia, Nancy A. Garvey and Richard F. Wallman, each with power to act
without the other and with power of substitution and resubstitution, as
my attorney-in-fact to sign on my behalf in my capacity as a director
of the Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the registration
of shares of the Company's Common Stock (and participations where
appropriate) to be offered under the savings, stock or other benefit
plans of the Company, its affiliates or any predecessor thereof,
including the AlliedSignal Savings Plan, the AliedSignal Thrift Plan,
the AlliedSignal Truck Brake Systems Company Savings Plan, the 1980
Incentive Stock Option Plan of Allied Corporation and its Subsidiaries,
the 1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for Employees
of Allied-Signal Inc. and its Subsidiaries, the 1993 Stock Plan for
Employees of AlliedSignal Inc. and its Affiliates, the Stock Plan for
Non-Employee Directors of AlliedSignal Inc. and any plan which is
a successor to such plans;
(b) on Form S-3 or other appropriate form for the registration
of shares of the Company's Common Stock to be offered under the
AlliedSignal Inc. Dividend Reinvestment and Share Purchase Plan and
any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the registration of:
(i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or
equity securities of the Company, its subsidiaries, joint ventures or
affiliates or another person or entity, provided the number of shares
of the Company's Common Stock into or for which such debt securities
may be converted or exchanged or which may be issued upon exercise of
such warrants shall not exceed 33,400,000, as adjusted for stock
splits and dividends) with aggregate proceeds not to exceed $500 million
(or the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt securities of
its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities
or property of the Company) with proceeds not to exceed 500 million;
<PAGE>
(iii) debt securities, Common Stock or preferred stock of
the Company or warrants to purchase such securities to be issued in
exchange for debt or equity securities of the Company, its subsidiaries,
joint ventures or affiliates with an aggregate principal amount,
liquidation preference or value not to exceed $500 million;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable
or which may be issued upon exercise thereof; and
(v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions not requiring specific
authorization by the Board of Directors, not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of the
Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares
having a market value of $200,000,000, and any warrants to purchase
such shares,
granting to each such attorney full power and authority to perform every
act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact
to sign the above-described documents.
/s/ Robert B. Palmer
-------------------------
Robert B. Palmer
Dated: October 1, 1995
<PAGE>
POWER OF ATTORNEY
I, Russell E. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Russell E. Palmer
---------------------
Russell E. Palmer
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, Ivan G. Seidenberg, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Ivan G. Seidenberg
----------------------
Ivan G. Seidenberg
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, Andrew C. Sigler, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon
exercise thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Andrew C. Sigler
--------------------
Andrew C. Sigler
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, John R. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ John R. Stafford
--------------------
John R. Stafford
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, Thomas P. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Thomas P. Stafford
----------------------
Thomas P. Stafford
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, Robert C. Winters, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
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(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Robert C. Winters
---------------------
Robert C. Winters
Dated: February 3, 1995
