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 planwhich 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
