Exhibit 10.15

The U.S. $1 Billion Credit Agreement dated as of January 13, 2000 among
Honeywell International Inc., the initial lenders named therein, Citibank, N.A.,
as administrative agent, Morgan Guaranty Trust Company of New York, as
syndication agent, and Salomon Smith Barney Inc. and J.P. Morgan Securities
Inc., as arrangers, has substantially the same terms as the 364-Day Credit
Agreement dated as of December 2, 1999 filed as Exhibit 10.11 hereto.
Capitalized terms in this exhibit have the meanings set forth in the December 2
Credit Agreement. The following are the important differences between the
January 13 Credit Agreement and the December 2 Credit Agreement set forth in
Exhibit 10.11:

1.  The January 13 Credit Agreement expires April 12, 2000 (90 days from the
    Effective Date).

2.  The January 13 Credit Agreement does not provide for extension of the
    Termination Date.

3.  The Commitment under the January 13 Credit Agreement is fixed at an
    aggregate of $1 billion, with Citibank, N.A., and Morgan Guaranty Trust
    Company of New York each committed to lend $500 million each.