Honeywell 2005 Annual Report Download - page 136

Exhibit A
Restated Certificate of Incorporation
of
Honeywell International Inc.
Honeywell International Inc., which was originally incorporated in the State of Delaware on May 13, 1985 under the name of East/West Newco
Corporation, hereby certifies that this Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware. This Restated Certificate of Incorporation amends, restates and integrates the provisions of the
Corporation's certificate of incorporation as hereby amended. The text of the certificate of incorporation as heretofore amended is hereby restated to read in its
entirety as follows:
FIRST: The name of the corporation is Honeywell International Inc.
SECOND: The address of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of
Wilmington, 19808 County of New Castle. The name of its registered agent at that address is Corporation Service Company.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code.
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 2,040,000,000 shares of which 2,000,000,000
shares shall be Common Stock, par value $1.00 per share ("Common Shares"), and 40,000,000 shares shall be Preferred Stock, without par value ("Preferred
Stock").
FIFTH: From time to time the corporation may issue and may sell its authorized shares for such consideration per share (with respect to shares having a
par value, not less than the par value thereof), either in money or money's worth of property or services, or for such other considerations, whether greater or
less, now or from time to time hereafter permitted by law, as may be fixed by the Board of Directors; and all shares so issued shall be fully paid and
nonassessable.
No holder of any shares of any class shall as such holder have any preemptive right to subscribe for or purchase any other shares or securities of any
class, whether now or hereafter authorized, which at any time may be offered for sale or sold by the corporation.
Each holder of record of the Common Shares of the corporation shall be entitled to one vote for every Common Share standing in his name on the
books of the corporation.
The corporation may issue Preferred Stock from time to time in one or more series as the Board of Directors may establish by the adoption of a
resolution or resolutions relating thereto, each series to have such voting powers, full or limited, or no voting powers, and such designations, preferences and
relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue of such series adopted by the Board of Directors pursuant to authority to do so, which authority is hereby granted to the
Board of Directors.
SIXTH: The duration of the corporation is to be perpetual.
SEVENTH: Except as otherwise provided pursuant to the provisions of this Certificate of Incorporation relating to the rights of certain holders of
Preferred Stock to elect additional Directors under specified circumstances, the number of Directors of the corporation shall be determined from time to time
in the manner described in the By-laws. The Directors, other than those who may be elected by the holders of Preferred Stock pursuant to this Certificate of
Incorporation, shall be elected by the holders of the then outstanding shares of capital