Employment Agreement - Honeywell International Inc. and Lawrence A. Bossidy


                                    AGREEMENT

         AGREEMENT, dated as of July 3, 2001 between Honeywell International
Inc., a Delaware corporation (the "Corporation"), and Lawrence A. Bossidy (the
"Executive").

         WHEREAS, the Corporation has requested and Executive has agreed to
return to employment with the Corporation;

         WHEREAS, Executive and the Corporation wish to substantially replicate
the terms and conditions of Executive's prior employment, except as described
below.

         NOW, THEREFORE, in consideration of the execution and delivery of these
presents, the mutual promises contained herein and other good and valuable
consideration, the parties hereto hereby agree as follows:

Section 1. Term and Capacity of Employment

         (a) The Corporation and Executive agree that Executive shall be
employed by the Corporation from July 3, 2001 through June 30, 2002 under the
terms set forth in this Agreement. Executive, for so long as he is elected a
member of and Chairman of the Board of Directors of the Corporation, shall
perform the duties of that office. Executive shall also continue as the Chief
Executive Officer of the Corporation and shall serve in that capacity through
the term of this Agreement at the pleasure of the Board of Directors of the
Corporation.

         (b) During the term of his employment under this Agreement, Executive
shall have the powers, responsibilities and authorities of Chief Executive
Officer and Chairman of the Board of Directors of the Corporation as established
by custom and practice on the date first set forth herein.

         (c) During the term of his employment under this Agreement, Executive
shall during reasonable business hours perform his duties hereunder (reasonable
sick leave and vacations excepted) and shall not during such term, without the
consent of the Board of Directors, engage, directly or indirectly, in any other
business for compensation or profit except that he may, with the approval of the
Board of Directors of the Corporation, serve as a director of any other
corporation which, on the advice of counsel for the Corporation, is not
considered to be in competition with the Corporation for purposes of the
antitrust laws, and he may receive compensation therefor.

Section 2. Compensation

         (a) As compensation for Executive's services under this Agreement, the
Corporation shall, commencing as of July 3, 2001, pay Executive a salary at the
rate of $2,000,000 per year, payable in bi-weekly installments.

         (b) As further compensation, Executive shall be eligible for awards
under the Honeywell International Inc. Incentive Compensation Plan for Executive
Employees (the "Incentive Plan") (and any plan which is a successor to that
plan) with a target bonus opportunity of at least 100 percent of salary.

         (c) As further compensation, Executive shall be eligible to receive
stock options under the 1993 Stock Plan for Employees of Honeywell International
Inc. and its Affiliates (the "Stock Plan") at such time as stock options are
granted to Senior Executives of the Corporation in such amounts as determined by
the Board of Directors of the Corporation.



 






Section 3. Life Insurance and Long-Term Disability Benefits

         The Corporation shall provide basic life insurance coverage for the
benefit of Executive in the amount of two times Executive's base salary.
Executive shall not be eligible for long-term disability benefits.

Section 4. Retirement Benefits

         (a) Executive's retirement benefit payments, as provided in accordance
with Section 4 of Executive's Agreement with the Corporation dated May 6, 1994,
as amended as of May 12, 1997 (the "Prior Agreement") shall be suspended during
the term of this Agreement; provided however that in the event that Executive's
employment with the Corporation is terminated by reason of death, the
Corporation will pay a survivor benefit to Executive's spouse in accordance with
Section 4(b) of the Prior Agreement.

         (b) As of the [first day of the month] following termination of this
Agreement, retirement benefit payments to Executive shall resume. Such benefits
shall be determined in accordance with the terms of Section 4 of Executive's
Prior Agreement, provided, however, that "final average compensation" shall mean
the average of Executive's highest three years' total compensation, and that,
notwithstanding any provision of Section 4 of the Prior Agreement to the
contrary, a "year" shall mean a calendar year with respect to periods of
employment covered by the Prior Agreement, and shall mean the highest paid 12
consecutive month period (or pro-rata portion thereof in the event that
Executive terminates his employment prior to expiration of this Agreement) with
respect to Executive's period of employment after July 3, 2001; and further
provided that such retirement benefit payments shall be offset by any retirement
benefit payments already made to Executive.

Section 5. Early Termination

         In the event of the termination of Executive's employment by the
Corporation prior to expiration of this Agreement, the Corporation shall
continue to provide Executive with compensation, benefits and other compensation
arrangements described herein for the balance of the outstanding term of this
Agreement.

Section 6. Participation in Other Benefit Plans and Compensation Arrangements

         While employed by the Corporation during the term of this Agreement,
Executive shall be entitled to participate in each of the Corporation's plans
for the benefit of its salaried employees and in all other compensation
arrangements or programs which are or may hereafter be made available to the
senior executives of the Corporation, other than Severance Plans or
tax-qualified defined benefit pension plans sponsored by the Corporation. It is
anticipated that Executive will incur expenses necessary to the discharge of his
duties hereunder, and the Corporation shall reimburse Executive for those
expenses, in accordance with its established policies and such other
arrangements as may be approved by the Corporation from time to time.

Section 7. Resolution of Disputes

         Any disputes arising under or in connection with this Agreement shall,
at the election of Executive, be resolved by arbitration, to be held in
Manhattan, in accordance with the rules and procedures of the American
Arbitration Association. All costs, fees and expenses of any arbitration in
connection with this Agreement that results in any decision requiring the



 







Corporation to make a payment to Executive shall be borne by, and be the
obligation of, the Corporation.

Section 8. Survivorship

         The respective rights and obligations of the parties hereunder shall
survive any termination of Executive's employment to the extent necessary to
effect the intended preservation of such rights and obligations.

Section 9. Entire Agreement, Governing Law

         (a) This Agreement embodies the entire agreement of the parties hereto,
and it may be modified only by an agreement in writing signed by both parties.

         (b) This Agreement shall be interpreted and governed by the laws of the
State of New York without reference to principles of conflict of laws.

Section 10. Undertaking by Corporation in Case of Sale or Liquidation of Assets

         The Corporation agrees that, in the event of the sale or liquidation of
all or substantially all of the assets of the Corporation, it shall take
whatever action it legally can in order to cause the assignee or transferee of
such assets expressly to assume the liabilities, obligations and duties of the
Corporation hereunder.

Section 11. Post-Retirement Services

         Upon the earlier to occur of Executive's termination of employment by
the Corporation or expiration of this Agreement, the Corporation agrees to
provide Executive with such Post-retirement services, facilities and other
arrangements as were provided to Executive prior to his re-employment by the
Corporation in accordance with Section 11 of his Prior Agreement, for the
remainder of his life (and with respect to financial and tax planning services,
for the remainder of his spouse's life).



 






         IN WITNESS WHEREOF, Honeywell International Inc. has caused this
Agreement to be signed in its corporate name by one of its directors and its
corporate seal to be hereunto affixed and to be attested by its General Counsel,
and Lawrence A. Bossidy has hereunto set his hand, all as of the date and year
first above written.

[Corporate Seal]                         Honeywell International Inc.

Attest:

/s/ Peter M. Kreindler                   By: /s/ Robert P. Luciano
----------------------                   -------------------------
General Counsel                          Robert P. Luciano
                                         Director and Chairman of the
                                         Management Development and
                                         Compensation Committee

                                         /s/ Lawrence A. Bossidy
                                         -----------------------
                                         Lawrence A. Bossidy



 







                         1993 Stock Plan for Executives
               of Honeywell International Inc. and its Affiliates

                                OPTION AGREEMENT

         OPTION AGREEMENT made in Morris Township, New Jersey, as of the 3rd day
of July 2001 between Honeywell International Inc., a Delaware corporation (the
"Corporation") and LAWRENCE A. BOSSIDY, a regular full-time Executive of the
Corporation or of a subsidiary of the Corporation (the "Executive").

         1. The Corporation has this day granted to the Executive the option
(the "Option") to purchase all or any part of an aggregate of 500,000 shares of
its common stock (the "Common Stock") under the 1993 Stock Plan for Executives
of Honeywell International Inc. and its Affiliates (the "Stock Plan"), subject
to the provisions of this Agreement. The Executive hereby accepts the grant and
agrees to be bound by the terms and conditions of this Agreement with respect
thereto, and acknowledges that awards under the Stock Plan are made at the sole
discretion of the Corporation and are not considered part of any contract of
employment with the Corporation or of the Executive's normal or expected
compensation or benefits package (except as otherwise expressly provided in a
written agreement between the Executive and the Corporation).

         2. The purchase price of the shares of Common Stock covered by the
Option shall be $36.27 per share.

         3. The Option must be exercised prior to the close of the New York
Stock Exchange ("NYSE") July 16, 2006; provided, however, if the NYSE is not
open for business on the date specified herein, such Option shall expire at the
close of the NYSE's next business day.

         4. The Option is a non-qualified Option for federal income tax
purposes.

         5. The Option shall become 100% vested and exercisable on July 16,
2002.

         6. Exercise of the Option is subject to the conditions that to the
extent required at the time of exercise (a) the shares of Common Stock covered
by the Option shall be duly listed, upon official notice of issuance, upon the
New York Stock Exchange, and (b) a Registration Statement under the Securities
Act of 1933 with respect to such shares shall be effective.

         7. The Option shall not be transferable by the Executive otherwise than
by will or the laws of descent and distribution, or by transfer to a member or
members of the Executive's immediate family as provided in paragraph 14 of the
Plan, and the Option may be exercised during the lifetime of the Executive only
by the Executive or by the Executive's guardian or legal representative or by an
immediate family member transferee.



 






         8. Nothing in this Agreement or the Stock Plan shall confer upon the
Executive any right to continue in the employ of the Corporation, any of its
subsidiaries or any parent or interfere in any way with the right of the
Corporation, any such subsidiary or parent to terminate such employment at any
time.

         9. The Executive understands that in order to comply with applicable
law or to properly administer the Corporation or its agents may hold and process
personal data of the Executive including the Executive's home address,
employment status, hire date, and termination date. The Executive expressly
consents to the use of such data by the Corporation (or its agents) and to any
transfer of such data outside the country in which the Executive performs
services or resides.

         10. Subject to the terms and conditions of this Agreement, the Option
may be exercised by contacting the Honeywell Stock Option Service Center,
managed by Salomon Smith Barney, at 1-888-723-3391 or 1-212-615-7876.

         11. The Corporation shall have the right, prior to the issuance of any
shares or the payment of cash in connection with the exercise of the Option, to
withhold or require payment by the Executive of any amounts necessary to satisfy
applicable tax requirements.

         12. Except as otherwise provided in this Agreement, the exercise of the
Option is subject to the provisions of the Stock Plan, as the Stock Plan may be
amended from time to time, and any rules and regulations which may be prescribed
thereunder, provided that, unless otherwise required by law, no amendment may,
without the consent of the Executive, adversely affect the rights of the
Executive under this Agreement. A copy of the Stock Plan, as in effect on the
date hereof, and the current prospectus have been delivered to the Executive,
receipt of which is hereby acknowledged by the Executive.

         13. The Executive has read and understands the Corporation's policy,
and is aware of and understands the Executive's obligations under federal
securities laws, in respect of trading in the Corporation's securities. The
Executive agrees not to use Salomon Smith Barney's "cashless exercise" program
(or any successor program) at any time when the Executive possesses material
nonpublic information with respect to the Corporation.

         14. The Corporation and the Executive agree that the validity,
performance, interpretation and other incidents of this Agreement shall be
governed by the law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
duly executed by its Chairman of the Management Development and Compensation
Committee, and the Executive has duly executed this Agreement, all as of the day
and year first above written.

                                                  Honeywell International Inc.

/s/ Lawrence A. Bossidy                       By: /s/ Robert A. Luciano
-----------------------                           ----------------------------
Lawrence A. Bossidy                               Robert R. Luciano
                                                  Director and Chairman of the
                                                  Management Development and
                                                  Compensation Committee