Registration No. 33-
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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)
Stock Plan for Non-Employee Directors of AlliedSignal Inc.
(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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share (1) price (1) fee (1)
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Common Stock, par 12,000 shares $35.57 $ 426,840 $ 147.19
value $1.00 per share 213,000 shares $38.125 $8,120,625 $2,800.22
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933 (the "Act").
$35.57 represents the weighted average option price for shares of Common
Stock covered by options outstanding on March 31, 1995 and $38.125
represents 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 March
28, 1995.
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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; and
(b) 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 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 report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
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
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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).
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;
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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
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.
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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 31st day of March, 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
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(Lawrence A. Bossidy) Board and Chief Executive
Officer
* Director
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(Hans W. Becherer)
* Director
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(Eugene E. Covert)
* Director
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(Ann M. Fudge)
* Director
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(William R. Haselton)
* Director
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(Paul X. Kelley)
* Director
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(Robert P. Luciano)
* Director
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(Russell E. Palmer)
* Director
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(Ivan G. Seidenberg)
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* Director
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(Andrew C. Sigler)
* Director
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(John R. Stafford)
* Director
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(Thomas P. Stafford)
* Director
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(Delbert C. Staley)
* Director
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(Robert C. Winters)
/s/ Richard F. Wallman Senior Vice President and March 31, 1995
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(Richard F. Wallman) Chief Financial Officer
(Principal Financial Officer)
/s/ G. Peter D'Aloia Vice President and Controller March 31, 1995
-------------------------------
(G. Peter D'Aloia) (Principal Accounting Officer)
*By: /s/ Peter M. Kreindler March 31, 1995
---------------------------
(Peter M. Kreindler,
Attorney-in-Fact)
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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).
23 Consent of Price Waterhouse LLP (filed herewith).
24 Powers of Attorney (filed herewith).
<PAGE>
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.
Price Waterhouse LLP
Morristown, NJ
March 31, 1995
<PAGE>
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;
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<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;
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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/ 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>
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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/ 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>
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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/ Ann M. Fudge
----------------
Ann M. Fudge
Dated: February 3, 1995
<PAGE>
POWER OF ATTORNEY
I, William R. Haselton, 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/ William R. Haselton
-----------------------
William R. Haselton
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, 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, Delbert C. Staley, 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/ Delbert C. Staley
---------------------
Delbert C. Staley
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
