Exhibit 24
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, David J. Anderson, 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 and agent for me and in my name, place and stead in any and
all capacities,
(i) to sign the Company's Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December 31, 2003,
(ii) to sign any amendment to the Annual Report referred to in (i) above,
and
(iii) to file the documents described in (i) and (ii) above and all
exhibits thereto and any and all other documents in connection therewith,
granting unto each said attorney and agent full power and authority to do and
perform every act and thing requisite, necessary or desirable to be done in
connection therewith, as fully to all intents and purposes as I might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his or her substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
/s/ Hans W. Becherer /s/ Bruce Karatz
- --------------------------------- ------------------------------
Hans W. Becherer, Director Bruce Karatz, Director
/s/ Gordon M. Bethune /s/ Robert P. Luciano
- --------------------------------- ------------------------------
Gordon M. Bethune, Director Robert P. Luciano, Director
/s/ Marshall N. Carter /s/ Russell E. Palmer
- --------------------------------- ------------------------------
Marshall N. Carter, Director Russell E. Palmer, Director
/s/ Jaime Chico Pardo /s/ Ivan G. Seidenberg
- --------------------------------- ------------------------------
Jaime Chico Pardo, Director Ivan G. Seidenberg, Director
/s/ Clive R. Hollick /s/ Eric K. Shinseki
- --------------------------------- ------------------------------
Clive R. Hollick, Director Eric K. Shinseki, Director
/s/ James J. Howard /s/ John R. Stafford
- --------------------------------- ------------------------------
James J. Howard, Director John R. Stafford, Director
/s/ Michael W. Wright
------------------------------
Michael W. Wright, Director
Dated: February 5, 2004
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, David J. Anderson, 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:
(a) on Form S-8 or other appropriate form for the registration of shares of
the Company's Common Stock (or participations where appropriate) to be offered
under the savings, stock or other benefit plans of the Company, its affiliates
or any predecessor thereof, including the Honeywell Savings and Ownership Plan
I, Honeywell Savings and Ownership Plan II, the Data Instrument Inc. Employee
Stock Ownership Plan, the Honeywell Supplemental Savings Plan, the Honeywell
Executive Supplemental Savings Plan, the UK Share Purchase Plan of the Company,
the Ireland Employees Share Ownership program of the Company, the Employee Stock
Purchase Plan of the Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Honeywell Stock Plan for Employees of the Company and its
Affiliates, the 2003 Stock Incentive Plan of Honeywell International Inc., and
any plan which is a successor to such plans or is a validly authorized plan
pursuant to which securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of shares of
the Company's Common Stock to be offered under the Dividend Reinvestment and
Share Purchase Plan of the Company and any plan which is a successor to such
plan.
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 sign
the above-described documents.
This Power of Attorney may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
/s/ Hans W. Becherer /s/ Bruce Karatz
- --------------------------------- ------------------------------
Hans W. Becherer, Director Bruce Karatz, Director
/s/ Gordon M. Bethune /s/ Robert P. Luciano
- --------------------------------- ------------------------------
Gordon M. Bethune, Director Robert P. Luciano, Director
/s/ Marshall N. Carter /s/ Russell E. Palmer
- --------------------------------- ------------------------------
Marshall N. Carter, Director Russell E. Palmer, Director
/s/ Jaime Chico Pardo /s/ Ivan G. Seidenberg
- --------------------------------- ------------------------------
Jaime Chico Pardo, Director Ivan G. Seidenberg, Director
/s/ Clive R. Hollick /s/ Eric K. Shinseki
- --------------------------------- ------------------------------
Clive R. Hollick, Director Eric K. Shinseki, Director
/s/ James J. Howard /s/ John R. Stafford
- --------------------------------- ------------------------------
James J. Howard, Director John R. Stafford, Director
/s/ Michael W. Wright
------------------------------
Michael W. Wright, Director
Dated: February 5, 2004
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, David J. Anderson, 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.
This Power of Attorney may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
/s/ Hans W. Becherer /s/ Bruce Karatz
- --------------------------------- ------------------------------
Hans W. Becherer, Director Bruce Karatz, Director
/s/ Gordon M. Bethune /s/ Robert P. Luciano
- --------------------------------- ------------------------------
Gordon M. Bethune, Director Robert P. Luciano, Director
/s/ Marshall N. Carter /s/ Russell E. Palmer
- --------------------------------- ------------------------------
Marshall N. Carter, Director Russell E. Palmer, Director
/s/ Jaime Chico Pardo /s/ Ivan G. Seidenberg
- --------------------------------- ------------------------------
Jaime Chico Pardo, Director Ivan G. Seidenberg, Director
/s/ Clive R. Hollick /s/ Eric K. Shinseki
- --------------------------------- ------------------------------
Clive R. Hollick, Director Eric K. Shinseki, Director
/s/ James J. Howard /s/ John R. Stafford
- --------------------------------- ------------------------------
James J. Howard, Director John R. Stafford, Director
/s/ Michael W. Wright
------------------------------
Michael W. Wright, Director
Dated: February 5, 2004
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
and agent for me and in my name, place and stead in any and all capacities,
(i) to sign the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 for the year ended December 31, 2003,
(ii) to sign any amendment to the Annual Report referred to in (i)
above, and
(iii) to file the documents described in (i) and (ii) above and all
exhibits thereto and any and all other documents in connection therewith,
granting unto each said attorney and agent full power and authority to do and
perform every act and thing requisite, necessary or desirable to be done in
connection therewith, as fully to all intents and purposes as I might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his or her substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ David M. Cote
-----------------
David M. Cote
Dated: February 5, 2004
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:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the Honeywell Savings and
Ownership Plan I, Honeywell Savings and Ownership Plan II, the Data Instrument
Inc. Employee Stock Ownership Plan, the Honeywell Supplemental Savings Plan, the
Honeywell Executive Supplemental Savings Plan, the UK Share Purchase Plan of the
Company, the Ireland Employees Share Ownership program of the Company, the
Employee Stock Purchase Plan of the Company, the Stock Plan for Non-Employee
Directors of the Company, the 1993 Honeywell Stock Plan for Employees of the
Company and its Affiliates, the 2003 Stock Incentive Plan of Honeywell
International Inc., and any plan which is a successor to such plans or is a
validly authorized plan pursuant to which securities of the Corporation are
issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
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
sign the above-described documents.
/s/ David M. Cote
-----------------
David M. Cote
Dated: February 5, 2004
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
-----------------
David M. Cote
Dated: February 5, 2004