Exhibit 24
POWER OF ATTORNEY
I, Michael R. Bonsignore, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer,
Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan
for Non-Employee Directors of the Company, the 1993 Stock
Plan for Employees of the Company and its Affiliates, the
1985 Stock Plan for Employees of the Company and its
Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988
Honeywell Stock and Incentive Plan, the Honeywell Employee
Stock and Incentive Plan, the Honeywell Savings and Stock
Ownership Plan, the Honeywell Investment Plus Plan, the
Honeywell Retirement Savings Plan and the Honeywell
Retirement Investment Plan, and any plan which is a successor
to such plans or is a validly authorized plan pursuant to
which securities of the Corporation are issued to employees,
and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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/ Michael R.Bonsignore
-----------------------------
Michael R. Bonsignore
Dated: December 3, 1999
POWER OF ATTORNEY
I, Hans W. Becherer, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock and
Incentive Plan, the 1988 Honeywell Stock and Incentive Plan, the
Honeywell Employee Stock and Incentive Plan, the Honeywell Savings
and Stock Ownership Plan, the Honeywell Investment Plus Plan, the
Honeywell Retirement Savings Plan and the Honeywell
Retirement Investment Plan, and any plan which is a successor
to such plans or is a validly authorized plan pursuant to
which securities of the Corporation are issued to employees,
and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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: December 3, 1999
POWER OF ATTORNEY
I, Gordon M. Bethune, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock and
Incentive Plan, the 1988 Honeywell Stock and Incentive Plan, the
Honeywell Employee Stock and Incentive Plan, the Honeywell Savings
and Stock Ownership Plan, the Honeywell Investment Plus Plan, the
Honeywell Retirement Savings Plan and the Honeywell Retirement
Investment Plan, and any plan which is a successor to such plans or
is a validly authorized plan pursuant to which securities of the
Corporation are issued to employees, and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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/ Gordon M. Bethune
-------------------------
Gordon M.Bethune
Dated: December 3, 1999
POWER OF ATTORNEY
I, Marshall N. Carter, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock and
Incentive Plan,the 1988 Honeywell Stock and Incentive Plan, the
Honeywell Employee Stock and Incentive Plan, the Honeywell Savings
and Stock Ownership Plan, the Honeywell Investment Plus Plan, the
Honeywell Retirement Savings Plan and the Honeywell Retirement
Investment Plan, and any plan which is a successor to such plans
or is a validly authorized plan pursuant to which securities of
the Corporation are issued to employees, and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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/ Marshall N. Carter
------------------------------
Marshall N. Carter
Dated: December 3, 1999
POWER OF ATTORNEY
I, Jamie Chico Pardo, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock
and Incentive Plan, the 1988 Honeywell Stock and Incentive Plan,
the Honeywell Employee Stock and Incentive Plan, the Honeywell
Savings and Stock Ownership Plan, the Honeywell Investment Plus
Plan, the Honeywell Retirement Savings Plan and the Honeywell
Retirement Investment Plan, and any plan which is a successor
to such plans or is a validly authorized plan pursuant to
which securities of the Corporation are issued to employees,
and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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/ Jaime Chico Pardo
------------------------------
Jaime Chico Pardo
Dated: December 3, 1999
POWER OF ATTORNEY
I, Ann M. Fudge, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock and
Incentive Plan, the 1988 Honeywell Stock and Incentive Plan, the
Honeywell Employee Stock and Incentive Plan, the Honeywell Savings
and Stock Ownership Plan, the Honeywell Investment Plus Plan, the
Honeywell Retirement Savings Plan and the Honeywell Retirement
Investment Plan, and any plan which is a successor to such plans or
is a validly authorized plan pursuant to which securities of the
Corporation are issued to employees, and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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: December 3, 1999
POWER OF ATTORNEY
I, James J. Howard, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock and
Incentive Plan, the 1988 Honeywell Stock and Incentive Plan, the
Honeywell Employee Stock and Incentive Plan, the Honeywell Savings
and Stock Ownership Plan, the Honeywell Investment Plus Plan, the
Honeywell Retirement Savings Plan and the Honeywell Retirement
Investment Plan, and any plan which is a successor to such plans or
is a validly authorized plan pursuant to which securities of the
Corporation are issued to employees, and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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/ James J. Howard
-----------------------------
James J. Howard
Dated: December 3, 1999
POWER OF ATTORNEY
I, Bruce Karatz, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock and
Incentive Plan, the 1988 Honeywell Stock and Incentive Plan, the
Honeywell Employee Stock and Incentive Plan, the Honeywell Savings
and Stock Ownership Plan, the Honeywell Investment Plus Plan, the
Honeywell Retirement Savings Plan and the Honeywell Retirement
Investment Plan, and any plan which is a successor to such plans
or is a validly authorized plan pursuant to which securities of
the Corporation are issued to employees, and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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/ Bruce Karatz
-----------------------------
Bruce Karatz
Dated: December 3, 1999
POWER OF ATTORNEY
I, Robert P. Luciano, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock
and Incentive Plan, the 1988 Honeywell Stock and Incentive Plan,
the Honeywell Employee Stock and Incentive Plan, the Honeywell
Savings and Stock Ownership Plan, the Honeywell Investment Plus
Plan, the Honeywell Retirement Savings Plan and the Honeywell
Retirement Investment Plan, and any plan which is a successor
to such plans or is a validly authorized plan pursuant to
which securities of the Corporation are issued to employees,
and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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: December 3, 1999
POWER OF ATTORNEY
I, Russell E. Palmer, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program,
the Employee Stock Purchase Plan of the Company, the Stock Plan
for Non-Employee Directors of the Company, the 1993 Stock Plan
for Employees of the Company and its Affiliates, the 1985 Stock
Plan for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock
and Incentive Plan, the 1988 Honeywell Stock and Incentive
Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell
Investment Plus Plan, the Honeywell Retirement Savings Plan and
the Honeywell Retirement Investment Plan, and any plan which is
a successor to such plans or is a validly authorized plan pursuant
to which securities of the Corporation are issued to employees,
and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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: December 3, 1999
POWER OF ATTORNEY
I, Ivan G. Seidenberg, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock
and Incentive Plan, the 1988 Honeywell Stock and Incentive Plan,
the Honeywell Employee Stock and Incentive Plan, the Honeywell
Savings and Stock Ownership Plan, the Honeywell Investment Plus
Plan, the Honeywell Retirement Savings Plan and the Honeywell
Retirement Investment Plan, and any plan which is a successor
to such plans or is a validly authorized plan pursuant to
which securities of the Corporation are issued to employees,
and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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: December 3, 1999
POWER OF ATTORNEY
I, John R. Stafford, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997
Honeywell Stock and Incentive Plan, the 1993 Honeywell Stock and
Incentive Plan, the 1988 Honeywell Stock and Incentive Plan,
the Honeywell Employee Stock and Incentive Plan, the Honeywell
Savings and Stock Ownership Plan, the Honeywell Investment Plus
Plan, the Honeywell Retirement Savings Plan and the Honeywell
Retirement Investment Plan, and any plan which is a successor
to such plans or is a validly authorized plan pursuant to
which securities of the Corporation are issued to employees,
and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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: December 3, 1999
POWER OF ATTORNEY
I, Michael W. Wright, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson,
Richard J. Diemer, Jr. and James V. Gelly, 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
(or 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 and Brake Systems Company Savings Plan,
the AlliedSignal Ltd. UK Share Purchase Plan, the
AlliedSignal Ireland Employees Share Ownership Program, the
Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Stock Plan for
Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell
Stock and Incentive Plan, the 1993 Honeywell Stock and Incentive Plan,
the 1988 Honeywell Stock and Incentive Plan, the Honeywell Employee
Stock and Incentive Plan, the Honeywell Savings and Stock Ownership
Plan, the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and any plan
which is a successor to such plans or is a validly authorized plan
pursuant to which securities of the Corporation are issued to employees,
and
(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 and Share
Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant 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/ Michael W. Wright
------------------------------
Michael W. Wright
Dated: December 3, 1999
