Honeywell 2003 Annual Report Download - page 436

POWER OF ATTORNEY
I, David M. Cote, a director of Honeywell International Inc. (the
"Company"), a Delaware corporation, hereby appoint David J. Anderson, Peter M.
Kreindler, Thomas F. Larkins and John J. Tus, 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.
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/ David M. Cote
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David M. Cote
Dated: February 5, 2004