Honeywell 2002 Annual Report Download - page 292

POWER OF ATTORNEY
Each of the undersigned, as a director of Honeywell International Inc. (the
"Company"), a Delaware corporation, hereby appoint David M. Cote, Peter M.
Kreindler, Richard F. Wallman, Thomas F. Larkins, John T. Tus 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, it 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.