<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Michael R. Bonsignore
------------------------------
Michael R. Bonsignore
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Hans W. Becherer
-----------------------
Hans W. Becherer
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Gordon M. Bethune
------------------------
Gordon M. Bethune
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Marshall N. Carter
----------------------------
Marshall N. Carter
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Ann M. Fudge
---------------------
Ann M. Fudge
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ James J. Howard
----------------------
James J. Howard
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Bruce Karatz
------------------
Bruce Karatz
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Robert P. Luciano
-----------------------
Robert P. Luciano
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Russell E. Palmer
------------------------
Russell E. Palmer
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Jaime 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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Jaime Chico Pardo
-----------------------
Jaime Chico Pardo
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Ivan G. Seidenberg
-------------------------
Ivan G. Seidenberg
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ John R. Stafford
--------------------------
John R. Stafford
Dated: December 3, 1999
<PAGE>
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 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 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
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;
(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 $815,740,000;
(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 (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) 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.
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
the extent that they confer authority to sign the above-described documents.
/s/ Michael W. Wright
-------------------------
Michael W. Wright
Dated: December 3, 1999
