Agreement and Plan of Merger - Honeywell International inc. and General Electric Co.


                        AGREEMENT AND PLAN OF MERGER

                                dated as of

                              October 22, 2000

                                  between

                        HONEYWELL INTERNATIONAL INC.

                                    and

                          GENERAL ELECTRIC COMPANY




                             TABLE OF CONTENTS



                                                                           Page

ARTICLE I         THE MERGER..................................................1

     Section 1.1     The Merger...............................................1
     Section 1.2     Conversion of Shares.....................................2
     Section 1.3     Surrender and Payment....................................3
     Section 1.4     Stock Options and Equity Awards..........................4
     Section 1.5     Adjustments..............................................5
     Section 1.6     Fractional Shares........................................6
     Section 1.7     Withholding Rights.......................................7
     Section 1.8     Lost Certificates........................................7
     Section 1.9     Shares Held by Honeywell Affiliates......................7
     Section 1.10     Appraisal Rights........................................7
     
ARTICLE II        CERTAIN GOVERNANCE MATTERS..................................8

     Section 2.1     Board of Directors.......................................8
     Section 2.2     Certificate of Incorporation of the 
                     Surviving Corporation....................................8
     Section 2.3     By-laws of the Surviving Corporation.....................8
     Section 2.4     Directors and Officers of the 
                     Surviving Corporation....................................8

ARTICLE III       REPRESENTATIONS AND WARRANTIES OF HONEYWELL.................8

     Section 3.1     Corporate Existence and Power............................8
     Section 3.2     Corporate Authorization..................................9
     Section 3.3     Governmental Authorization..............................10
     Section 3.4     Non-Contravention.......................................10
     Section 3.5     Capitalization..........................................11
     Section 3.6     Subsidiaries............................................11
     Section 3.7     Commission Filings......................................12
     Section 3.8     Financial Statements....................................13
     Section 3.9     Disclosure Documents....................................13
     Section 3.10     Absence of Certain Changes.............................14
     Section 3.11     No Undisclosed Material Liabilities....................15
     Section 3.12     Litigation.............................................15
     Section 3.13     Taxes..................................................15
     Section 3.14     Employee Benefit Plans.................................16
     Section 3.15     Compliance with Laws...................................19
     Section 3.16     Finders' or Advisors' Fees.............................19
     Section 3.17     Environmental Matters..................................19
     Section 3.18     Opinion of Financial Advisor...........................20
     Section 3.19     Pooling; Tax Treatment.................................20
     Section 3.20     Takeover Statutes......................................20
     Section 3.21     Intellectual Property Matters..........................20

ARTICLE IV        REPRESENTATIONS AND WARRANTIES OF PARENT...................21

     Section 4.1     Corporate Existence and Power...........................21
     Section 4.2     Corporate Authorization.................................22
     Section 4.3     Governmental Authorization..............................22
     Section 4.4     Non-Contravention.......................................23
     Section 4.5     Capitalization..........................................23
     Section 4.6     Commission Filings......................................24
     Section 4.7     Financial Statements....................................24
     Section 4.8     Disclosure Documents....................................24
     Section 4.9     Absence of Certain Changes..............................25
     Section 4.10     No Undisclosed Material Liabilities....................25
     Section 4.11     Litigation.............................................25
     Section 4.12     Finders' or Advisors' Fees.............................25
     Section 4.13     Pooling; Tax Treatment.................................26

ARTICLE V         COVENANTS OF HONEYWELL.....................................26

     Section 5.1     Conduct of Honeywell....................................26
     Section 5.2     Honeywell Stockholder Meeting...........................28

ARTICLE VI        COVENANTS OF PARENT........................................29

     Section 6.1     Obligations of Merger Subsidiary........................29
     Section 6.2     Director and Officer Liability..........................29
     Section 6.3     Stock Exchange Listing..................................31
     Section 6.4     Employee Benefits.......................................31
     Section 6.6     Consultant Agreement....................................32

ARTICLE VII       COVENANTS OF PARENT AND HONEYWELL..........................32

     Section 7.1     Reasonable Best Efforts.................................32
     Section 7.2     Proxy Materials; Certain Filings........................34
     Section 7.3     Access to Information...................................34
     Section 7.4     Tax and Accounting Treatment............................35
     Section 7.5     Public Announcements....................................36
     Section 7.6     Further Assurances......................................36
     Section 7.7     Notices of Certain Events...............................36
     Section 7.8     Affiliates..............................................36
     Section 7.9     Payment of Dividends....................................37
     Section 7.10     No Solicitation........................................37
     Section 7.11     Letters from Accountants...............................39
     Section 7.12     Takeover Statutes......................................40
     Section 7.13      Honeywell Name and Integrity of Franchise.............40
     Section 7.14     Transfer Statutes......................................40
     Section 7.15     Section 16(b)..........................................40

ARTICLE VIII      CONDITIONS TO THE MERGER...................................40

     Section 8.1     Conditions to the Obligations 
                     of Each Party...........................................40
     Section 8.2     Conditions to the Obligations of 
                     Parent and Merger Subsidiary............................41
     Section 8.3     Conditions to the Obligations of Honeywell..............42

ARTICLE IX        TERMINATION................................................43

     Section 9.1     Termination.............................................43
     Section 9.2     Effect of Termination...................................44
     Section 9.3     Fee and Expenses........................................44

ARTICLE X         MISCELLANEOUS..............................................45

     Section 10.1     Notices................................................45
     Section 10.2     Non-Survival of Representations 
                      and Warranties.........................................46
     Section 10.3     Amendments; No Waivers.................................46
     Section 10.4     Expenses...............................................46
     Section 10.5     Successors and Assigns.................................47
     Section 10.6     Governing Law..........................................47
     Section 10.7     Jurisdiction...........................................47
     Section 10.8     Waiver of Jury Trial...................................47
     Section 10.9     Counterparts; Effectiveness............................47
     Section 10.10    Entire Agreement; No Third Party Beneficiaries.........48
     Section 10.11    Captions...............................................48
     Section 10.12    Severability...........................................48


EXHIBIT

Exhibit A - Form of Honeywell Affiliate Letter



DEFINITIONS
                                                        Section

Acquisition Proposal....................................Section 7.10(c)
Action..................................................Section 3.12
Affected Employees......................................Section 6.5(b)
Agreement...............................................Preamble
Certificate.............................................Section 1.2(c)
Closing.................................................Section 1.1(d)
Closing Date............................................Section 1.1(d)
Code....................................................Recitals
Commission..............................................Recitals
Confidentiality Agreement...............................Section 7.3
Delaware Law............................................Section 1.1(b)
EC Merger Regulation....................................Section 3.3
Effective Time..........................................Section 1.1(a)
End Date................................................Section 9.1(b)(i)
Environmental Laws......................................Section 3.17(b)
ERISA...................................................Section 3.14(a)
Exchange Act............................................Section 3.3
Exchange Agent..........................................Section 1.3(a)
Exchange Ratio..........................................Section 1.2(a)(iii)
Form S-4................................................Section 7.2
GAAP....................................................Recitals
Honeywell...............................................Preamble
Honeywell 10-Q..........................................Section 3.7
Honeywell Balance Sheet.................................Section 3.8
Honeywell Balance Sheet Date............................Section 3.8
Honeywell Commission Documents..........................Section 3.7(a)
Honeywell Common Stock..................................Recitals
Honeywell Convertible Security..........................Section 3.5
Honeywell Disclosure Schedules..........................Article III
Honeywell Employee Plans................................Section 3.14(a)
Honeywell Stock Option..................................Section 1.4(a)
Honeywell Stock Plans...................................Section 1.4(a)
Honeywell Stockholder Approval..........................Section 3.2(a)
Honeywell Stockholder Meeting...........................Section 5.2(a)
Honeywell Subsidiary Convertible Security...............Section 3.6(b)
Hazardous Material......................................Section 3.17(b)
HSR Act.................................................Section 3.3
Indemnitees.............................................Section 6.2(a)
Intellectual Property...................................Section 3.21(b)
Proxy Statement/Prospectus..............................Section 7.2
Lien....................................................Section 3.4
Material Adverse Effect.................................Section 3.1
Merger..................................................Recitals
Merger Consideration....................................Section 1.2(b)
Merger Subsidiary.......................................Preamble
NYSE....................................................Section 1.6
Parent..................................................Preamble
Parent 10Q..............................................Section 4.6(a)
Parent Balance Sheet....................................Section 4.7
Parent Balance Sheet Date...............................Section 4.7
Parent Commission Documents.............................Section 4.6(a)
Parent Common Stock.....................................Section 1.2(a)(iii)
Parent Convertible Security.............................Section 4.5
Parent Disclosure Schedules.............................Article IV
Person..................................................Section 1.3(c)
Securities Act..........................................Section 1.4(c)
Subsidiary..............................................Section 3.6(a)
Superior Proposal.......................................Section 7.10(c)
Surviving Corporation...................................Section 1.1(b)
Tax Returns.............................................Section 3.13
Taxes...................................................Section 3.13



                        AGREEMENT AND PLAN OF MERGER

                  THIS AGREEMENT AND PLAN OF MERGER (this "Agreement")
dated as of October 22, 2000 by and between HONEYWELL INTERNATIONAL INC., a
Delaware corporation ("Honeywell"), and GENERAL ELECTRIC COMPANY, a New
York corporation ("Parent").

                            W I T N E S S E T H:

                  WHEREAS, the respective Boards of Directors of Parent and
Honeywell have approved this Agreement, and deem it advisable and in the
best interests of their respective stockholders to consummate the merger of
a Subsidiary of Parent to be formed as soon as practicable after the date
hereof ("Merger Subsidiary") with and into Honeywell on the terms and
conditions set forth in this Agreement (the "Merger");

                  WHEREAS, for United States federal income tax purposes,
it is intended that the Merger qualify as a "reorganization" within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated thereunder (the "Code"); and

                  WHEREAS, for accounting purposes, it is intended that the
Merger be accounted for as a "pooling of interests" under United States
generally accepted accounting principles ("GAAP") and the rules and
regulations of the Securities and Exchange Commission (the "Commission").

                  WHEREAS, in order to induce Parent to execute and deliver
this Agreement, Parent and Honeywell are entering into a stock option
agreement (the "Option Agreement") pursuant to which Honeywell is granting
Parent the option to purchase shares of common stock, par value $1.00 per
share, of Honeywell (the "Honeywell Common Stock"), constituting 19.9% of
the issued and outstanding Honeywell Common Stock, upon the terms and
subject to the conditions set forth therein.

                  NOW, THEREFORE, in consideration of the promises and the
respective representations, warranties, covenants, and agreements set forth
herein, the parties agree as follows:

                                 ARTICLE I

                                 THE MERGER

Section 1.1    The Merger.

(a) As soon as practicable after satisfaction or, to the extent permitted
hereunder, waiver of all conditions to the Merger, Honeywell and Merger
Subsidiary will file a certificate of merger with the Secretary of State of
the State of Delaware and make all other filings or recordings required by
Delaware Law to be made in connection with the Merger. The Merger shall
become effective at such time as the certificate of merger is duly filed
with the Secretary of State of the State of Delaware or, if agreed to by
Honeywell and Parent, at such later time as is specified in the certificate
of merger (the "Effective Time").

(b) At the Effective Time, Merger Subsidiary shall be merged with and into
Honeywell in accordance with the requirements of the General Corporation
Law of the State of Delaware (the "Delaware Law"), whereupon the separate
existence of Merger Subsidiary shall cease, and Honeywell shall be the
surviving corporation in the Merger (the "Surviving Corporation").

(c) From and after the Effective Time, the Surviving Corporation shall
possess all the rights, privileges, powers and franchises and be subject to
all of the restrictions, disabilities and duties of Honeywell and Merger
Subsidiary, all as provided under Delaware Law.

(d) The closing of the Merger (the "Closing") shall take place (i) at the
offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New
York, New York, as soon as practicable, but in any event within three
business days, after the day on which the last to be fulfilled or waived of
the conditions set forth in Article VIII (other than those conditions that
by their nature are to be fulfilled at the Closing, but subject to the
fulfillment or waiver of such conditions) shall be fulfilled or waived in
accordance with this Agreement or (ii) at such other place and time or on
such other date as Honeywell and Parent may agree in writing (the date of
the Closing being the "Closing Date").

Section 1.2    Conversion of Shares.

(a)               At the Effective Time by virtue of the Merger and without any
action on the part of the holder thereof:

(i)      each share of Honeywell Common Stock held by Honeywell as treasury
         stock or owned by Parent immediately prior to the Effective Time
         shall be canceled, and no payment shall be made with respect
         thereto;

(ii)     each share of common stock of Merger Subsidiary outstanding
         immediately prior to the Effective Time shall be converted into
         and become one share of common stock of the Surviving Corporation
         with the same rights, powers and privileges as the shares so
         converted and shall constitute the only outstanding shares of
         capital stock of the Surviving Corporation; and

(iii)    each share of Honeywell Common Stock outstanding immediately prior
         to the Effective Time shall, except as otherwise provided in
         Section 1.2(a)(i), be converted into the right to receive 1.055
         shares (the "Exchange Ratio") of common stock, par value $0.06 per
         share, of Parent (the "Parent Common Stock").

(b) All Parent Common Stock issued as provided in Section 1.2(a)(iii) shall
be of the same class and shall have the same terms as the currently
outstanding Parent Common Stock. The shares of Parent Common Stock to be
received as consideration pursuant to the Merger with respect to shares of
Honeywell Common Stock (together with cash in lieu of fractional shares of
Parent Common Stock as specified below) are referred to herein as the
"Merger Consideration."

(c) From and after the Effective Time, all shares of Honeywell Common Stock
converted in accordance with Section 1.2(a)(iii) shall no longer be
outstanding and shall automatically be canceled and retired and shall cease
to exist, and each holder of a certificate representing any such shares (a
"Certificate") shall cease to have any rights with respect thereto, except
the right to receive the Merger Consideration and any dividends payable
pursuant to Section 1.3(f). From and after the Effective Time, all
certificates representing the common stock of Merger Subsidiary shall be
deemed for all purposes to represent the number of shares of common stock
of the Surviving Corporation into which they were converted in accordance
with Section 1.2(a)(ii).

Section 1.3    Surrender and Payment.

(a) Prior to the Effective Time, Parent shall appoint The Bank of New York
or such other exchange agent reasonably acceptable to Honeywell (the
"Exchange Agent") for the purpose of exchanging certificates for the Merger
Consideration. Parent will make available to the Exchange Agent, as needed,
the Merger Consideration to be delivered in respect of the shares of
Honeywell Common Stock. Promptly after the Effective Time, Parent will
send, or will cause the Exchange Agent to send, to each holder of record of
shares of Honeywell Common Stock as of the Effective Time, a letter of
transmittal for use in such exchange (which shall specify that the delivery
shall be effected, and risk of loss and title shall pass, only upon proper
delivery of the Certificates to the Exchange Agent) in such form as
Honeywell and Parent may reasonably agree, for use in effecting delivery of
shares of Honeywell Common Stock to the Exchange Agent.

(b) Each holder of shares of Honeywell Common Stock that have been
converted into a right to receive the Merger Consideration, upon surrender
to the Exchange Agent of a Certificate, together with a properly completed
letter of transmittal, will be entitled to receive the Merger Consideration
in respect of the shares of Honeywell Common Stock represented by such
Certificate. Until so surrendered, each such Certificate shall, after the
Effective Time, represent for all purposes only the right to receive such
Merger Consideration.

(c) If any portion of the Merger Consideration is to be registered in the
name of a Person other than the Person in whose name the applicable
surrendered Certificate is registered, it shall be a condition to the
registration of the Merger Consideration that the surrendered Certificate
shall be properly endorsed or otherwise be in proper form for transfer and
that the Person requesting such delivery of the Merger Consideration shall
pay to the Exchange Agent any transfer or other taxes required as a result
of such registration in the name of a Person other than the registered
holder of such Certificate or establish to the reasonable satisfaction of
the Exchange Agent that such tax has been paid or is not payable. For
purposes of this Agreement, "Person" means an individual, a corporation, a
limited liability company, a partnership, an association, a trust or any
other entity or organization, including a government or political
subdivision or any agency or instrumentality thereof.

(d) After the Effective Time, there shall be no further registration of
transfers of shares of Honeywell Common Stock. If, after the Effective
Time, Certificates are presented to the Exchange Agent, the Surviving
Corporation or Parent, they shall be canceled and exchanged for the Merger
Consideration provided for, and in accordance with the procedures set
forth, in this Article I.

(e) Any portion of the Merger Consideration made available to the Exchange
Agent pursuant to Section 1.3(a) that remains unclaimed by the holders of
shares of Honeywell Common Stock one year after the Effective Time shall be
returned to Parent, upon demand, and any such holder who has not exchanged
his shares of Honeywell Common Stock for the Merger Consideration in
accordance with this Section 1.3 prior to that time shall thereafter look
only to Parent for delivery of the Merger Consideration in respect of such
holder's shares. Notwithstanding the foregoing, Parent shall not be liable
to any holder of shares for any Merger Consideration delivered to a public
official pursuant to applicable abandoned property laws.

(f) No dividends or other distributions with respect to shares of Parent
Common Stock shall be paid to the holder of any unsurrendered Certificates
until such Certificates are surrendered as provided in this Section 1.3.
Subject to the effect of applicable laws, following such surrender, there
shall be paid, without interest, to the record holder of the shares of
Parent Common Stock issued in exchange therefor (i) at the time of such
surrender, all dividends and other distributions payable in respect of such
Parent Common Stock with a record date after the Effective Time and a
payment date on or prior to the date of such surrender and not previously
paid and (ii) at the appropriate payment date, the dividends or other
distributions payable with respect to such Parent Common Stock with a
record date after the Effective Time but with a payment date subsequent to
such surrender. For purposes of dividends or other distributions in respect
of Parent Common Stock, all shares of Parent Common Stock to be issued
pursuant to the Merger shall be entitled to dividends pursuant to the
immediately preceding sentence as if issued and outstanding as of the
Effective Time.

Section 1.4    Stock Options and Equity Awards.

(a) At the Effective Time, each outstanding employee or director option to
purchase shares of Honeywell Common Stock (a "Honeywell Stock Option")
granted under Honeywell's plans or agreements pursuant to which Honeywell
Stock Options or other stock-based awards of Honeywell have been or may be
granted (collectively, the "Honeywell Stock Plans"), whether vested or not
vested, shall be deemed assumed by Parent. At and after the Effective Time
(1) each Honeywell Stock Option then outstanding shall entitle the holder
thereof to acquire the number (rounded up to the nearest whole number) of
shares of Parent Common Stock determined by multiplying (x) the number of
shares of Honeywell Common Stock subject to such Honeywell Stock Option
immediately prior to the Effective Time by (y) the Exchange Ratio, and (2)
the exercise price per share of Parent Common Stock subject to any such
Honeywell Stock Option at and after the Effective Time shall be an amount
(rounded up to the nearest one-hundredth of a cent) equal to (x) the
exercise price per share of Honeywell Common Stock subject to such
Honeywell Stock Option prior to the Effective Time, divided by (y) the
Exchange Ratio. Other than as provided above, as of and after the Effective
Time, each Honeywell Stock Option shall be subject to the same terms and
conditions as in effect immediately prior to the Effective Time.
Notwithstanding the foregoing, any adjustment to a Honeywell Stock Option
which is an "incentive stock option" shall be made in a manner consistent
with Section 424(a) of the Code. Prior to the date hereof, Honeywell has
taken all actions necessary to cause holders of restricted shares,
restricted stock units and any other stock-based awards outstanding under
Honeywell Stock Plans, which would otherwise be settled in cash, to receive
a settlement of any such awards in shares of Parent Common Stock (with, in
the case of restricted stock units, each such unit representing one share
of Honeywell Common Stock and with the number of shares of Parent Common
Stock to be issued reflecting the Exchange Ratio). The holder of a
restricted stock unit to be settled in shares of Parent Common Stock shall
receive within ninety days following the Closing Date, a number of shares
of Parent Common Stock equal to (i) the cash value of such restricted stock
unit based upon the "Merger Price Per Share" (as defined in the applicable
Honeywell Stock Plan), divided by (ii) the closing price per share of
Parent Common Stock on the Closing Date. All fractional shares of Parent
Common Stock shall be paid in cash.

(b) Parent shall take all corporate action necessary to reserve for
issuance a sufficient number of shares of Parent Common Stock for delivery
upon exercise of Honeywell Stock Options and settlement of other
stock-based awards of Honeywell at and after the Effective Time.

(c) On or as soon as practicable after the Effective Time, Parent shall
file with the Commission a registration statement on an appropriate form or
a post-effective amendment to a previously filed registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Parent Common Stock subject to Honeywell Stock Options and
other stock-based awards of Honeywell, and shall use its reasonable best
efforts to maintain the current status of the prospectus contained therein,
as well as comply with any applicable state securities or "blue sky" laws,
for so long as such options or other stock-based awards remain outstanding.

Section 1.5    Adjustments. If at any time during the period between the date
of this Agreement and the Effective Time, any change in the outstanding
shares of capital stock of Parent or Honeywell shall occur by reason of any
reclassification, recapitalization, stock split or combination, exchange or
readjustment of shares, or any similar transaction, or any stock dividend
thereon with a record date during such period, the Merger Consideration
shall be appropriately adjusted to provide the holders of shares of
Honeywell Common Stock the same economic effect as contemplated by this
Agreement prior to such event.

Section 1.6    Fractional Shares.

(a) No fractional shares of Parent Common Stock shall be issued in the
Merger and no dividend or distribution with respect to Parent Common Stock
shall be payable on or with respect to any fractional share and such
fractional share interests will not entitle the owner thereof to any rights
of a stockholder of Parent.

(b) As promptly as practicable following the Effective Time, the Exchange
Agent shall determine the excess of (x) the number of full shares of Parent
Common Stock delivered to the Exchange Agent by Parent over (y) the
aggregate number of full shares of Parent Common Stock to be distributed to
holders of Honeywell Common Stock (such excess being herein called the
"Excess Shares"). As soon after the Effective Time as practicable, the
Exchange Agent, as agent for such holders of Parent Common Stock, shall
sell the Excess Shares at the then prevailing prices on the New York Stock
Exchange, Inc. (the "NYSE"), all in the manner provided in paragraph (c) of
this Section 1.6.

(c) The sale of the Excess Shares by the Exchange Agent shall be executed
on the NYSE through one or more member firms of the NYSE and shall be
executed in round lots to the extent practicable. The Exchange Agent shall
use all reasonable efforts to complete the sale of the Excess Shares as
promptly following the Effective Time as, in the Exchange Agent's
reasonable judgment, is practicable consistent with obtaining the best
execution of such sales in light of prevailing market conditions. Until the
net proceeds of any such sale or sales have been distributed to such
holders of Honeywell Common Stock, the Exchange Agent will hold such
proceeds in trust for such holders of Honeywell Common Stock. Parent shall
pay all commissions, transfer taxes and other out-of-pocket transaction
costs of the Exchange Agent incurred in connection with such sale or sales
of Excess Shares. In addition, Parent shall pay the Exchange Agent's
compensation and expenses in connection with such sale or sales. The
Exchange Agent shall determine the portion of such net proceeds to which
each holder of Honeywell Common Stock shall be entitled, if any, by
multiplying the amount of the aggregate net proceeds by a fraction the
numerator of which is the amount of the fractional share interest to which
such holder of Honeywell Common Stock is entitled (after taking into
account all shares of Honeywell Common Stock then held by such holder) and
the denominator of which is the aggregate amount of fractional share
interests to which all holders of Certificates representing Honeywell
Common Stock are entitled.

(d) Notwithstanding the provisions of this Section 1.6, Parent may elect,
at its option exercised prior to the Effective Time and in lieu of the
issuance and sale of Excess Shares and the making of the payments
contemplated in such subsections, to pay to the Exchange Agent an amount in
cash sufficient for the Exchange Agent to pay each holder of Honeywell
Common Stock an amount in cash equal to the product obtained by multiplying
(x) the fractional share interest to which such holder would otherwise be
entitled (after taking into account all shares of Honeywell Common Stock
held at the Effective Time by such holder) by (y) the closing price for a
share of Parent Common Stock on the NYSE on the first business day
immediately following the Effective Time and, in such case, all references
herein to the cash proceeds of the sale of the Excess Shares and similar
references shall be deemed to mean and refer to the payments calculated as
set forth in this Section 1.6(d).

(e) As soon as practicable after the determination of the amount of cash,
if any, to be paid to holders of Honeywell Common Stock with respect to any
fractional share interests, the Exchange Agent shall promptly pay such
amounts to such holders of Honeywell Common Stock.

Section 1.7    Withholding Rights. Each of the Surviving Corporation and
Parent shall be entitled to deduct and withhold from the consideration
otherwise payable to any person pursuant to this Article I such amounts as
it is required to deduct and withhold with respect to the making of such
payment under any provision of federal, state, local or foreign tax law. To
the extent that amounts are so withheld by the Surviving Corporation or
Parent, as the case may be, such withheld amounts shall be treated for all
purposes of this Agreement as having been paid to the holder of the shares
of Honeywell Common Stock in respect of which such deduction and
withholding was made by the Surviving Corporation or Parent, as the case
may be.

Section 1.8    Lost Certificates. If any Certificate shall have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the
Person claiming the Certificate to be lost, stolen or destroyed and, if
required by Parent or the Surviving Corporation, the posting by that Person
of a bond, in such reasonable amount as the Surviving Corporation may
direct (which shall not exceed amounts generally required by Parent from
holders of Parent Common Stock under similar circumstances), as indemnity
against any claim that may be made against it with respect to such
Certificate, the Exchange Agent will issue in exchange for such lost,
stolen or destroyed Certificate the Merger Consideration to be paid in
respect of the Shares represented by such Certificates as contemplated by
this Article I.

Section 1.9    Shares Held by Honeywell Affiliates. Anything to the contrary
in this Agreement notwithstanding, no shares of Parent Common Stock (or
certificates therefor) shall be issued in exchange for any Certificate to
any Person who may be an "affiliate" of Honeywell (identified pursuant to
Section 7.8) until the Person shall have delivered to Parent and Honeywell
a duly executed letter as contemplated by Section 7.8.

Section 1.10   Appraisal Rights. In accordance with Section 262 of the
Delaware Law, no appraisal rights shall be available to holders of shares
of Honeywell Common Stock in connection with the Merger.

                                ARTICLE II

                         CERTAIN GOVERNANCE MATTERS

Section 2.1    Board of Directors. Prior to the Effective Time, the Board of
Directors of Parent shall take all action necessary to cause the Board of
Directors of Parent to be expanded to add three persons mutually acceptable
to Honeywell and Parent which persons shall be elected to the Board of
Directors of Parent effective as of the Effective Time, and which persons
shall also be nominated for election to the Board of Directors of Parent at
the two annual meetings of stockholders of Parent following the Effective
Time.

Section 2.2   Certificate of Incorporation of the Surviving Corporation. The
certificate of incorporation of the Surviving Corporation shall be amended
as of the Effective Time to contain the provisions in the certificate of
incorporation of Merger Subsidiary immediately prior to the Effective Time,
except that such certificate of incorporation shall provide that the name
of the Surviving Corporation shall be "Honeywell International Inc."

Section 2.3   By-laws of the Surviving Corporation. The by-laws of Merger
Subsidiary in effect at the Effective Time shall be the by-laws of the
Surviving Corporation (until amended in accordance with applicable law).

Section 2.4   Directors and Officers of the Surviving Corporation. From and
after the Effective Time, until successors are duly elected or appointed
and qualified in accordance with applicable law, (a) the directors of
Merger Subsidiary at the Effective Time shall be the directors of the
Surviving Corporation, who shall consist as of the Effective Time of those
people mutually agreed upon by the chief executive officers of Honeywell
and Parent, and (b) the officers of Honeywell at the Effective Time shall
be the officers of the Surviving Corporation.

                                ARTICLE III

                REPRESENTATIONS AND WARRANTIES OF HONEYWELL

                  Honeywell represents and warrants to Parent that, except
as set forth in the disclosure schedules delivered by Honeywell to Parent
simultaneously with the execution of this Agreement (the "Honeywell
Disclosure Schedule") or the Honeywell Commission Documents filed prior to
the date of this Agreement; it being understood that any matter set forth
in any section of the Honeywell Disclosure Schedule or in the Honeywell
Commission Documents shall be deemed disclosed with respect to such section
of this Article III to which such matter logically relates, so long as the
description of such matter contains sufficient facts to provide reasonable
notice of the relevance of such matter:

Section 3.1    Corporate Existence and Power. Honeywell is a corporation duly
incorporated, validly existing and in good standing under the laws of the
State of Delaware, and has all corporate powers and all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, except for those the absence of which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Honeywell. Honeywell is duly qualified to do business as
a foreign corporation and is in good standing in each jurisdiction where
the character of the property owned or leased by it or the nature of its
activities makes such qualification necessary, except for those
jurisdictions where the failure to be so qualified would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse
Effect on Honeywell. For purposes of this Agreement, a "Material Adverse
Effect" with respect to any Person means a material adverse effect on the
financial condition, business, liabilities, properties, assets or results
of operations of such Person and its Subsidiaries, taken as a whole, except
to the extent resulting from (i) any changes in general United States or
global economic conditions, (ii) any changes in general economic conditions
in industries in which the Person operates which changes do not affect
Honeywell or Parent, as the case may be, disproportionately relative to
other entities operating in such industries, or (iii) any decline in the
market price of the common stock of such Person. Honeywell has heretofore
made available to Parent true and complete copies of Honeywell's restated
certificate of incorporation and by-laws as currently in effect.

Section 3.2    Corporate Authorization.

(a) The execution, delivery and performance by Honeywell of this Agreement
and the Option Agreement and the consummation by Honeywell of the
transactions contemplated hereby and thereby are within Honeywell's
corporate powers and, except for any required approval by Honeywell's
stockholders in accordance with Delaware Law (the "Honeywell Stockholder
Approval") in connection with the consummation of the Merger, have been
duly authorized by all necessary corporate action. The affirmative vote of
holders of the outstanding shares of Honeywell Common Stock having votes
representing a majority of the votes of all such outstanding capital stock,
voting together as a single class, in favor of the approval and adoption of
this Agreement and the Merger is the only vote of the holders of any of
Honeywell's capital stock necessary in connection with consummation of the
Merger. Assuming due authorization, execution and delivery of this
Agreement and the Option Agreement by Parent and/or Merger Subsidiary, as
applicable, each of this Agreement and the Option Agreement constitutes a
valid and binding agreement of Honeywell enforceable against Honeywell in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights, and to general
equity principles.

(b) Honeywell's Board of Directors, at a meeting duly called and held, has
(i) determined that this Agreement and the Option Agreement and the
transactions contemplated hereby and thereby (including the Merger) are
fair to and in the best interests of Honeywell's stockholders, (ii)
approved and adopted this Agreement and the Option Agreement and the
transactions contemplated hereby and thereby (including the Merger), in
compliance with any applicable supermajority Board vote required by
Honeywell's by-laws, and (iii) resolved (subject to Section 5.2) to
recommend that Honeywell stockholders vote for the approval and adoption of
this Agreement and the Merger.

Section 3.3    Governmental Authorization. The execution, delivery and
performance by Honeywell of this Agreement and the Option Agreement and the
consummation by Honeywell of the transactions contemplated hereby and
thereby require no action by or in respect of, or filing with, any
governmental body, agency, official or authority other than (a) the filing
of a certificate of merger in connection with the Merger in accordance with
Delaware Law, (b) compliance with any applicable requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), (c)
compliance with any applicable requirements of Council Regulation No.
4064/89 of the European Community, as amended (the "EC Merger Regulation"),
(d) compliance with any applicable requirements under the Competition Act
of Canada, (e) compliance with any other applicable requirements of foreign
anti-trust, competition, trade regulation or investment laws, (f)
compliance with any applicable environmental transfer statutes, (g)
compliance with any applicable requirements of the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder
(the "Exchange Act"), (h) compliance with any applicable requirements of
the Securities Act and (i) other actions or filings which if not taken or
made would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect on Honeywell or prevent or materially delay
Honeywell's consummation of the Merger.

Section 3.4    Non-Contravention. The execution, delivery and performance by
Honeywell of this Agreement and the Option Agreement and the consummation
by Honeywell of the transactions contemplated hereby and thereby do not and
will not (a) contravene or conflict with the restated certificate of
incorporation or by-laws of Honeywell, (b) assuming compliance with the
matters referred to in Section 3.3 and subject to receipt of Honeywell
Stockholder Approval, contravene or conflict with or constitute a violation
of any provision of any law, regulation, judgment, injunction, order or
decree binding upon or applicable to Honeywell or any of its Subsidiaries,
(c) subject to receipt of Honeywell Stockholder Approval, constitute a
default under or give rise to any right of termination, cancellation or
acceleration of any right or obligation of Honeywell or any of its
Subsidiaries or to a loss of any benefit to which Honeywell or any of its
Subsidiaries is entitled under any provision of any agreement, contract,
lease or other instrument binding upon Honeywell or any of its Subsidiaries
or any license, franchise, permit or other similar authorization held by
Honeywell or any of its Subsidiaries, or (d) result in the creation or
imposition of any Lien on any asset of Honeywell or any of its
Subsidiaries, except for such contraventions, conflicts or violations
referred to in clause (b) or defaults, rights of termination, cancellation
or acceleration, or losses or Liens referred to in clause (c) or (d) that
would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect on Honeywell. For purposes of this Agreement,
"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
asset other than any such mortgage, lien, pledge, charge, security interest
or encumbrance (i) for Taxes not yet due or being contested in good faith
or (ii) which is a carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like lien arising in the ordinary course of business.
Neither Honeywell nor any Subsidiary of Honeywell is a party to any
agreement that (x) limits the ability of Honeywell or any Subsidiary of
Honeywell to compete in or conduct any line of business or compete with any
Person or in any geographic area or during any period of time except to the
extent that any such limitation would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on
Honeywell or on the Surviving Corporation, immediately after the Effective
Time or (y) immediately after the Effective Time to the knowledge of
Honeywell, would materially limit the ability of Parent or any Subsidiary
of Parent, other than Honeywell and any Subsidiary of Honeywell to compete
in or conduct any material line of business or compete with any Person or
in any geographic area or during any period of time.

Section 3.5    Capitalization. The authorized capital stock of Honeywell
consists of 2,000,000,000 shares of Honeywell Common Stock and 40,000,000
shares of preferred stock, no par value. As of the close of business on
September 30, 2000 (i) there were outstanding 797,720,500 shares of
Honeywell Common Stock and (ii) no shares of Honeywell preferred stock and
no other shares of capital stock or other voting securities of Honeywell
were then outstanding. As of December 31, 1999, approximately 162,466,000
shares of Honeywell Common Stock were held in Honeywell's treasury. All
outstanding shares of capital stock of Honeywell have been duly authorized
and validly issued and are fully paid and nonassessable. Except for (a)
Honeywell Stock Options to acquire no more than 55,239,576 shares of
Honeywell Common Stock issued pursuant to Honeywell Stock Plans, (b) the
option granted to Parent pursuant to the Option Agreement, (c) stock units
for no more than 2,993,561 shares of Honeywell Common Stock and (d) shares
issuable under Honeywell's employee stock purchase plans in the ordinary
course of business consistent with past practice, as of the close of
business on September 30, 2000, there were no outstanding options, warrants
or other rights to acquire from Honeywell, and no preemptive or similar
rights, subscription or other rights, convertible or exchangeable
securities, agreements, arrangements or commitments of any character,
relating to the capital stock of Honeywell, obligating Honeywell to issue,
transfer or sell, any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of
Honeywell or obligating Honeywell to grant, extend or enter into any such
option, warrant, subscription or other right, convertible or exchangeable
security, agreement, arrangement or commitment (each of the foregoing, a
"Honeywell Convertible Security"). Since the close of business on September
30, 2000, Honeywell has not issued any shares of capital stock or any
Honeywell Convertible Securities other than the issuance of Honeywell
Common Stock in connection with the exercise of Honeywell Stock Options
described in clause (a) above and/or as permitted by Section 5.1 hereof.
Except as required by the terms of any Honeywell Stock Plans and grants
thereunder and/or as permitted by Section 5.1, there are no outstanding
obligations of Honeywell or any of its Subsidiaries to repurchase, redeem
or otherwise acquire any shares of capital stock of Honeywell or any
Honeywell Convertible Securities.

Section 3.6    Subsidiaries.

(a) Each Subsidiary of Honeywell is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization, has all
powers and all governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted, except for
those the absence of which would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Honeywell. For
purposes of this Agreement, the word "Subsidiary" when used with respect to
any Person means any other Person, whether incorporated or unincorporated,
of which (i) more than fifty percent of the securities or other ownership
interests or (ii) securities or other interests having by their terms
ordinary voting power to elect more than fifty percent of the board of
directors or others performing similar functions with respect to such
corporation or other organization, is directly owned or controlled by such
Person or by any one or more of its Subsidiaries. Each Subsidiary of
Honeywell is duly qualified to do business and is in good standing in each
jurisdiction where the character of the property owned or leased by it or
the nature of its activities makes such qualification necessary, except for
those jurisdictions where failure to be so qualified would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Honeywell.

(b) Except for directors' qualifying shares and except as set forth in
Honeywell's annual report on Form 10-K for the fiscal year ended December
31, 1999, all of the outstanding capital stock of, or other ownership
interests in, each Significant Subsidiary (as such term is defined in rule
12b-2 under the Exchange Act) of Honeywell is, directly or indirectly,
owned by Honeywell. All shares of capital stock of, or other ownership
interests in, Subsidiaries of Honeywell, directly or indirectly, owned by
Honeywell are owned free and clear of any Lien and free of any other
limitation or restriction (including any restriction on the right to vote,
sell or otherwise dispose of such capital stock or other ownership
interests), except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Honeywell.
There are no outstanding options, warrants or other rights to acquire from
Honeywell or any of its Subsidiaries, and, except as may be required by
applicable foreign corporate laws, no preemptive or similar rights,
subscriptions or other rights, convertible or exchangeable securities,
agreements, arrangements or commitments of any character, relating to the
capital stock of any Subsidiary of Honeywell, obligating Honeywell or any
of its Subsidiaries to issue, transfer or sell, any capital stock, voting
securities or other ownership interests in, or any securities convertible
into or exchangeable for any capital stock, voting securities or ownership
interests in, any Subsidiary of Honeywell or obligating Honeywell or any
Subsidiary of Honeywell to grant, extend or enter into any such option,
warrant, subscription or other right, convertible or exchangeable security,
agreement, arrangement or commitment (each of the foregoing, a "Honeywell
Subsidiary Convertible Security"). There are no outstanding obligations of
Honeywell or any of its Subsidiaries to repurchase, redeem or otherwise
acquire from any Person (other than Honeywell or a wholly owned Subsidiary
of Honeywell) any outstanding shares of capital stock of any Subsidiary of
Honeywell or any Honeywell Subsidiary Convertible Securities.

Section 3.7    Commission Filings.

(a) Honeywell has filed, or will file at or prior to the time due, all
forms, reports and documents required to be filed by it with the Commission
since December 31, 1997. Honeywell has made available to Parent (i) its
annual reports on Form 10-K for its fiscal years ended December 31, 1997,
1998 and 1999, (ii) its quarterly reports on Form 10-Q for its fiscal
quarters ended after December 31, 1999, (iii) its proxy or information
statements relating to meetings of, or actions taken without a meeting by,
the stockholders of Honeywell held since December 31, 1999, and (iv) all of
its other reports, statements, schedules and registration statements filed
with the Commission since December 31, 1999 (the documents referred to in
this Section 3.7(a) being referred to collectively as the "Honeywell
Commission Documents"). Honeywell's quarterly report on Form 10-Q for its
fiscal quarter ended June 30, 2000 is referred to as the "Honeywell 10-Q".
No Subsidiary of Honeywell is required to file any form, report or other
document with the Commission.

(b) As of its filing date, each Honeywell Commission Document complied as
to form in all material respects with the applicable requirements of the
Exchange Act and the Securities Act.

(c) As of its filing date, each Honeywell Commission Document filed
pursuant to the Exchange Act did not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make
the statements made therein, in the light of the circumstances under which
they were made, not misleading.

(d) Each registration statement, as amended or supplemented, if applicable,
filed by Honeywell pursuant to the Securities Act since December 31, 1997,
as of the date such statement or amendment became effective did not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading.

Section 3.8    Financial Statements. The audited consolidated financial
statements and unaudited consolidated interim financial statements of
Honeywell (including any related notes and schedules) included in its
annual reports on Form 10-K and the quarterly reports on Form 10-Q referred
to in Section 3.7 present fairly, in all material respects, the financial
position of Honeywell and its subsidiaries as of the dates thereof and
their results of operations and cash flows for the periods then ended
(subject to normal year-end adjustments and the absence of notes in the
case of any unaudited interim financial statements), in each case in
conformity with GAAP applied on a consistent basis (except as may be
indicated in the notes thereto). For purposes of this Agreement, "Honeywell
Balance Sheet" means the consolidated balance sheet of Honeywell as of June
30, 2000 set forth in the Honeywell 10-Q and "Honeywell Balance Sheet Date"
means June 30, 2000.

Section 3.9    Disclosure Documents. None of the information supplied or to be
supplied by Honeywell for inclusion or incorporation by reference in the
Proxy Statement/Prospectus or in the Form S-4 or any amendment or
supplement thereto will, at the time the Proxy Statement/Prospectus or any
such supplement or amendment thereto is first mailed to the stockholders of
Honeywell or at the time the stockholder vote on the Honeywell Stockholder
Approval or at the time the Form S-4 or any such amendment or supplement
becomes effective under the Securities Act or at the Effective Time, as the
case may be, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. No
representation or warranty is made by Honeywell in this Section 3.9 with
respect to statements made or incorporated by reference therein based on
information supplied by Parent or Merger Subsidiary for inclusion or
incorporation by reference in the Proxy Statement/Prospectus or the Form
S-4. The Proxy Statement/Prospectus will comply as to form in all material
respects with the requirements of the Exchange Act.

Section 3.10   Absence of Certain Changes.

(a) Since the Honeywell Balance Sheet Date there has not been any event,
occurrence or development which would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Honeywell.

(b) Since the Honeywell Balance Sheet Date and, prior to the date hereof,
Honeywell and its Subsidiaries have conducted their respective businesses
in the ordinary course, consistent with past practices, and there has not
been:

(i)               any declaration, setting aside or payment of any dividend
         or other distribution with respect to any shares of capital stock
         of Honeywell (other than regular quarterly cash dividends payable
         by Honeywell in respect of the shares of Honeywell Common Stock
         consistent with past practice), or any repurchase (other than
         repurchases of Honeywell Common Stock which occurred subsequent to
         the Honeywell Balance Sheet Date and prior to the date hereof),
         redemption or other acquisition by Honeywell or any of its
         Significant Subsidiaries of any outstanding shares of their
         capital stock or any Honeywell Convertible Securities or Honeywell
         Subsidiary Convertible Securities (except (x) in accordance with
         any dividend reinvestment plan as in effect on the date of this
         Agreement in the ordinary course of the operation of such plan
         consistent with past practice and/or (y) as otherwise permitted by
         Section 5.1);

(ii)              any amendment of any material term of any outstanding
         security of Honeywell or any of its Significant Subsidiaries;

(iii)             any transaction or commitment made, or any contract,
         agreement or settlement entered into, by (or judgment, order or
         decree affecting) Honeywell or any of its Subsidiaries relating to
         its assets or business (including the acquisition or disposition
         of any material amount of assets) or any relinquishment by
         Honeywell or any of its Subsidiaries of any contract or other
         right, in either case, material to Honeywell and its Subsidiaries
         taken as a whole, other than transactions, commitments, contracts,
         agreements or settlements (including without limitation
         settlements of litigation and tax proceedings) in the ordinary
         course of business consistent with past practice and those
         contemplated by this Agreement;

(iv)              any change in any method of accounting or accounting
         practice by Honeywell or any of its Subsidiaries, except for any
         such change which is not material or which is required by reason
         of a concurrent change in GAAP; or

(v)               any (A) grant of any severance or termination pay to (or
         amendment to any such existing arrangement with) any director,
         officer or employee of Honeywell or any of its Subsidiaries, (B)
         entering into of any employment, deferred compensation,
         supplemental retirement or other similar agreement (or any
         amendment to any such existing agreement) with any director,
         officer or employee of Honeywell or any of its Subsidiaries, (C)
         increase in, or accelerated vesting and/or payment of, benefits
         under any existing severance or termination pay policies or
         employment agreements or (D) increase in or enhancement of any
         rights or features related to compensation, bonus or other
         benefits payable to directors, officers or employees of Honeywell
         or any of its Subsidiaries, in each case other than in the
         ordinary course of business consistent with past practice or as
         permitted by this Agreement.

Section 3.11   No Undisclosed Material Liabilities. There are no liabilities
of Honeywell or any Subsidiary of Honeywell of any kind whatsoever, whether
accrued, contingent, absolute, determined, determinable or otherwise, other
than:

(a) liabilities disclosed or provided for in the Honeywell Balance Sheet or
in the notes thereto;

(b) liabilities incurred since such date that would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect on
Honeywell;

(c) liabilities disclosed in Honeywell Commission Documents filed prior to
the date of this Agreement; and

(d) liabilities under this Agreement.

Section 3.12   Litigation. There is no action, suit, investigation or
proceeding (an "Action") pending against, or to the knowledge of Honeywell
threatened against or affecting, Honeywell or any of its Subsidiaries or
any of their respective properties or any of their respective officers or
directors before any court or arbitrator or any governmental body, agency
or official except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Honeywell or
prevent or materially delay the consummation of the Merger.

Section 3.13   Taxes. Except as reserved for in the Honeywell Balance Sheet
(including the notes thereto) or as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on
Honeywell, (i) all Honeywell Tax Returns required to be filed with any
taxing authority by, or with respect to, Honeywell and its Subsidiaries
have been filed in accordance with all applicable laws; (ii) Honeywell and
its Subsidiaries have timely paid all Taxes shown as due and payable on
Honeywell Tax Returns that have been so filed, and, as of the time of
filing, Honeywell Tax Returns correctly reflected the facts regarding the
income, business, assets, operations, activities and the status of
Honeywell and its Subsidiaries (other than Taxes which are being contested
in good faith and for which adequate reserves are reflected on the
Honeywell Balance Sheet); (iii) Honeywell and its Subsidiaries have made
provision for all Taxes payable by Honeywell and its Subsidiaries for which
no Honeywell Tax Return has yet been filed; (iv) the charges, accruals and
reserves for Taxes with respect to Honeywell and its Subsidiaries reflected
on the Honeywell Balance Sheet are adequate under GAAP to cover the Tax
liabilities accruing through the date thereof; (v) there is no action,
suit, proceeding, audit or claim now proposed or pending against or with
respect to Honeywell or any of its Subsidiaries in respect of any Tax where
there is a reasonable possibility of an adverse determination; and (vi)
neither Honeywell nor any of its Subsidiaries is liable for any Tax imposed
on any entity other than such Person, except as the result of the
application of Treas. Reg. Sections 1.1502-6 (and any comparable provision
of the tax laws of any state, local or foreign jurisdiction) to the
affiliated group of which Honeywell is the common parent. For purposes of
this Agreement, "Taxes" shall mean any and all taxes, charges, fees, levies
or other assessments, including, without limitation, all net income, gross
income, gross receipts, excise, stamp, real or personal property, ad
valorem, withholding, social security (or similar), unemployment,
occupation, use, production, service, service use, license, net worth,
payroll, franchise, severance, transfer, recording, employment, premium,
windfall profits, environmental (including taxes under Section 59A of the
Code), customs duties, capital stock, profits, disability, sales,
registration, value added, alternative or add-on minimum, estimated or
other taxes, assessments or charges imposed by any federal, state, local or
foreign governmental entity and any interest, penalties, or additions to
tax attributable thereto. For purposes of this Agreement, "Tax Returns"
shall mean any return, report, form or similar statement required to be
filed with respect to any Tax (including any attached schedules),
including, without limitation, any information return, claim for refund,
amended return or declaration of estimated Tax.

Section 3.14   Employee Benefit Plans.

(a) For purposes of this Agreement, the term "Honeywell Employee Plans"
shall mean and include: each material management, consulting, non-compete,
employment, severance or similar contract, plan, including, without
limitation, all Honeywell Stock Plans, arrangement or policy applicable to
any director, former director, employee or former employee of Honeywell and
each material plan, program, policy, agreement or arrangement (written or
oral), providing for compensation, bonuses, profit-sharing, stock option or
other stock-related rights or other forms of incentive or deferred
compensation, vacation benefits, insurance coverage (including any
self-insured arrangements), health or medical benefits, disability
benefits, workers' compensation, supplemental unemployment benefits,
severance benefits and post-employment or retirement benefits (including
compensation, pension, health, medical or life insurance benefits) or other
employee benefits of any kind, whether funded or unfunded, which is
maintained, administered or contributed to by Honeywell or any Subsidiary
and covers any employee or director or former employee or director of
Honeywell or any Subsidiary, or under which Honeywell has any liability
contingent or otherwise (including but not limited to each material
"employee benefit plan," as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), but excluding
any such plan that is a "multiemployer plan," as defined in Section 3(37)
of ERISA).

                  Honeywell agrees to deliver to Parent a list of each
Honeywell Employee Plan maintained in the United States by Honeywell, by
December 31, 2000. Honeywell does not have any express or implied
commitment with respect to arrangements in the United States (i) to create,
or incur any material liability with respect to or cause to exist any other
material employee benefit plan, program or arrangement, (ii) to enter into
any material contract or agreement to provide compensation or benefits to
any officer or director or (iii) to modify, change or terminate any
material plan in any material respect, other than with respect to a
modification, change or termination required by ERISA or the Code.

(b) Each Honeywell Employee Plan has been established and maintained in
compliance with its terms and with the requirements (including funding
requirements) prescribed by any and all statutes, orders, rules and
regulations (including but not limited to ERISA and the Code) which are
applicable to such Plan, except where failure to so comply would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Honeywell.

(c) Except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Honeywell, (i) neither
Honeywell nor any affiliate of Honeywell has incurred a liability under
Title IV of ERISA that has not been satisfied in full, and no condition
exists that presents a material risk to Honeywell or any affiliate of
Honeywell of incurring any such liability other than liability for premiums
due the Pension Benefit Guaranty Corporation (which premiums have been paid
when due), (ii) all contributions required to be made under the terms of
any Honeywell Employee Plan have been made, and, (iii) where applicable to
a Honeywell Employee Plan, Honeywell and its affiliates have complied with
the minimum funding requirements under Section 412 of the Code and Section
302 of ERISA with respect to each such Honeywell Employee Plan.

(d) Except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Honeywell, each Honeywell
Employee Plan which is intended to be qualified under Section 401(a) of the
Code is so qualified and has been so qualified during the period from its
adoption to date, and each trust forming a part thereof is exempt from
federal income tax pursuant to section 501(a) of the Code and, to
Honeywell's knowledge, no circumstances exist which will adversely affect
such qualification or exemption.

(e) No Honeywell Employee Plan provides that any director or officer or
other employee of Honeywell or any of its Subsidiaries will become entitled
to any retirement, severance or similar benefit or enhanced or accelerated
benefit (including any acceleration of vesting or lapse of repurchase
rights or obligations with respect to any Honeywell Stock Plans or other
benefit under any compensation plan or arrangement of Honeywell) solely as
a result of the transactions contemplated hereby (or as a result of any
termination of employment in connection with the transactions contemplated
hereby).

(f) Since the Honeywell Balance Sheet Date, there has been no amendment to,
or change in employee participation or coverage under, any Honeywell
Employee Plan which would increase materially the expense of maintaining
such Honeywell Employee Plan above the level of the expense incurred in
respect thereof for the 12 months ended on the Honeywell Balance Sheet
Date.

(g) Honeywell and its Subsidiaries are in compliance with all applicable
federal, state, local and foreign statutes, laws (including without
limitation, common law), judicial decisions, regulations, ordinances,
rules, judgments, orders and codes respecting employment, employment
practices, labor, terms and conditions of employment and wages and hours,
and no work stoppage or labor strike against Honeywell and its Subsidiaries
are pending or threatened, nor are Honeywell and its Subsidiaries involved
in or threatened with any labor dispute, grievance, or litigation relating
to labor matters involving any employees, in each case except as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Honeywell. There are no suits, actions, disputes, claims
(other than routine claims for benefits), investigations or audits pending
or, to the knowledge of Honeywell, threatened relating to discrimination in
employment or employment practices or in connection with any Honeywell
Employee Plan, but excluding any of the foregoing which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Honeywell.

(h) The execution of this Agreement shall not constitute an event causing
Honeywell to fund any "rabbi" or similar trust.

(i) No material employee benefit plan contributed to by Honeywell or its
Subsidiaries is a multiemployer plan within the meaning of Section 3(37) or
4001(a)(3) of ERISA.

(j) Except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Honeywell with respect to
each Honeywell Employee Plan that is not subject to United States law (a
"Foreign Benefit Plan"), (i) all employer and employee contributions to
each Foreign Benefit Plan required by Law or by the terms of such Foreign
Benefit Plan have been made or, if applicable, accrued in accordance with
normal accounting practices, (ii) the fair market value of the assets of
each funded Foreign Benefit Plan, the liability of each insurer for any
Foreign Benefit Plan funded through insurance or the book reserve
established for any Foreign Benefit Plan, together with any accrued
contributions, is sufficient to procure or provide for the benefit
obligations, as of the date of this Agreement, with respect to all current
and former participants in such plan according to the reasonable actuarial
assumptions and valuations most recently used to determine employer
contributions to such Foreign Benefit Plan and no transaction contemplated
by this Agreement shall cause such assets or insurance to be less than such
benefit obligations, and (iii) each Foreign Benefit Plan required to be
registered has been registered and has been maintained in good standing
with applicable regulatory authorities.

Section 3.15   Compliance with Laws.

(a) Honeywell and its Subsidiaries have, since January 1, 1998 conducted
their business and operations in compliance with all applicable provisions
of any laws, statutes, ordinances or regulations, except for any failures
to be in compliance that, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect on Honeywell.

(b) Neither Honeywell nor any of its Subsidiaries has failed to obtain any
licenses, permits, franchises or other governmental authorizations
necessary to the ownership of its properties or to the conduct of its
business, which failure would, individually, or in the aggregate,
reasonably be excepted to have a Material Adverse Effect on Honeywell, and,
after giving effect to the transactions contemplated hereby, all such
licenses, permits, franchises and other governmental authorizations will
continue to be valid and in full force and effect, except where the failure
to be valid and in full force and effect would not have a Material Adverse
Effect on Honeywell.

Section 3.16   Finders' or Advisors' Fees. Except for Bear, Stearns & Co.
Inc., a copy of whose engagement agreement has been previously provided to
Parent, there is no investment banker, broker, finder or other intermediary
which has been retained by or is authorized to act on behalf of Honeywell
or any of its Subsidiaries who might be entitled to any fee or commission
in connection with the transactions contemplated by this Agreement.

Section 3.17   Environmental Matters.

(a) Except for matters which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect on Honeywell, (i)
no written notice, notification, demand, request for information, citation,
summons, complaint or order has been received by, and no investigation,
action, claim, suit, proceeding or review is pending or, to the knowledge
of Honeywell or any of its Subsidiaries, threatened by any Person against,
Honeywell or any of its Subsidiaries, and no penalty has been assessed
within the past three years against Honeywell or any of its Subsidiaries,
in each case with respect to any matters relating to or arising out of any
Environmental Law; (ii) Honeywell and its Subsidiaries are in compliance
with all Environmental Laws; and (iii) there are no liabilities of or
relating to Honeywell or any of its Subsidiaries relating to or arising out
of any Environmental Law and there is no existing condition, situation or
set of circumstances which would reasonably be expected to result in such a
liability.

(b) For purposes of this Section 3.17 and Section 4.17, the term
"Environmental Laws" means federal, state, local and foreign statutes,
laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, codes, injunctions, permits and governmental agreements relating to
human health and the environment, including, but not limited to, Hazardous
Materials; and the term "Hazardous Material" means all substances or
materials regulated as hazardous, toxic, explosive, dangerous, flammable or
radioactive under any Environmental Law including, but not limited to: (i)
petroleum, asbestos, or polychlorinated biphenyls and (ii) in the United
States, all substances defined as Hazardous Substances, Oils, Pollutants or
Contaminants in the National Oil and Hazardous Substances Pollution
Contingency Plan, 40 C.F.R. ss. 300.5.

Section 3.18   Opinion of Financial Advisor. Honeywell has received the
opinion of Bear, Stearns & Co. Inc., to the effect that, as of the date of
its opinion, the Exchange Ratio is fair from a financial point of view to
the holders of shares of Honeywell Common Stock.

Section 3.19   Pooling; Tax Treatment.

(a) Honeywell intends that the Merger be accounted for under the "pooling
of interests" method under the requirements of Opinion No. 16 (Business
Combinations) of the Accounting Principles Board of the American Institute
of Certified Public Accountants and the rules and regulations of the SEC.

(b) Neither Honeywell nor any of its affiliates has taken or agreed to take
any action or is aware of any fact or circumstance with respect to
Honeywell or its affiliates that would prevent (i) the Merger from
qualifying (A) for "pooling of interests" accounting treatment as described
in (a) above or (B) as a reorganization within the meaning of Section
368(a) of the Code and (ii) the merger between Honeywell and AlliedSignal
Inc. consummated on December 1, 1999 (the "Allied Merger") from qualifying
for "pooling of interests" accounting treatment as described in (a) above.

Section 3.20 Takeover Statutes. The Board of Directors of Honeywell has
taken the necessary action to render Section 203 of the Delaware Law, and
any other potentially applicable anti-takeover or similar statute or
regulation, inapplicable to this Agreement and the Option Agreement and the
transactions contemplated hereby and thereby.

Section 3.21   Intellectual Property Matters.

(a) Honeywell and its Subsidiaries own, free and clear of all Liens, or
have the right to use pursuant to valid license, sublicense, agreement or
permission all items of Intellectual Property necessary for their
operations as presently conducted or as contemplated to be conducted,
except where the failure to have such rights, individually or in the
aggregate, would not be reasonably be expected to have a Material Adverse
Effect on Honeywell. The conduct of Honeywell's and its Subsidiaries'
businesses as currently conducted or contemplated to be conducted does not
interfere, infringe, misappropriate or violate any of the Intellectual
Property rights of any third party, except for interferences,
infringements, misappropriations and violations which, individually or in
the aggregate, would not be reasonably expected to have a Material Adverse
Effect on Honeywell. To Honeywell's knowledge, no third party has
interfered with, infringed upon, misappropriated, diluted, violated or
otherwise come into conflict with any Intellectual Property rights of
Honeywell or any of its Subsidiaries, except for misappropriations and
violations which, individually or in the aggregate, would not be reasonably
expected to have a Material Adverse Effect on Honeywell.

(b) The term "Intellectual Property" as used in this Agreement means,
collectively, patents, trademarks, service marks, trade dress, logos, trade
names, Internet domain names, designs, slogans and general intangibles of
like nature, copyrights and all registrations, applications, reissuances,
continuations, continuations-in-part, revisions, extensions, reexaminations
and associated good will with respect to each of the foregoing, computer
software (including source and object codes), computer programs, computer
data bases and related documentation and materials, data, documentation,
technology, trade secrets, confidential business information (including
ideas, formulae, algorithms, models, methodologies, compositions, know-how,
manufacturing and production processes and techniques, research and
development information, drawings, designs, plans, proposals and technical
data, financial, marketing and business data and pricing and cost
information) and other intellectual property rights (in whatever form or
medium).

                                ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF PARENT

                  Parent represents and warrants to Honeywell that, except
as set forth in the disclosure schedules delivered by Parent to Honeywell
simultaneously with the execution of this Agreement (the "Parent Disclosure
Schedule") or the Parent Commission Documents filed prior to the date of
this Agreement; it being understood that any matter set forth in any
section of the Parent Disclosure Schedule or in the Parent Commission
Documents shall be deemed disclosed with respect to such section of this
Article IV to which such matter logically relates, so long as the
description of such matter contains sufficient facts to provide reasonable
notice of the relevance of such matter.

Section 4.1    Corporate Existence and Power. Parent is and prior to the
Effective Time, Merger Subsidiary will be, a corporation duly incorporated,
validly existing and in good standing under the laws of its jurisdiction of
incorporation and has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as
now conducted, except for those the absence of which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Parent. Parent is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its
activities makes such qualification necessary, except for those
jurisdictions where the failure to be so qualified would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse
Effect on Parent. From and after the date of its incorporation, Merger
Subsidiary will not engage in any activities other than in connection with
or as contemplated by this Agreement. Parent has heretofore made available
to Honeywell true and complete copies of Parent's certificate of
incorporation and by-laws as currently in effect and, promptly after the
incorporation of Merger Subsidiary, will make available to Honeywell the
Certificate of Incorporation and by-laws of Merger Subsidiary. As of the
date hereof, neither Parent nor any of its Subsidiaries owns any shares of
Honeywell Common Stock.

Section 4.2    Corporate Authorization.

(a) The execution, delivery and performance by Parent of this Agreement and
the Option Agreement, and the consummation by Parent and Merger Subsidiary
of the transactions contemplated hereby and thereby are within the
corporate powers of Parent and will be within the corporate powers of
Merger Subsidiary prior to the Effective Time, and have been duly
authorized by all necessary corporate action of Parent and will have been
duly authorized by all necessary corporate action of Merger Subsidiary
prior to the Effective Time. Assuming due authorization, execution and
delivery of this Agreement and the Option Agreement by Honeywell, this
Agreement constitutes a valid and binding agreement of each of Parent and
Merger Subsidiary and the Option Agreement constitutes a valid and binding
agreement of Parent, in each case enforceable against such party in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles. The shares of Parent Common Stock issued pursuant to the
Merger, when issued in accordance with the terms hereof, will be duly
authorized, validly issued, fully paid and nonassessable and not subject to
preemptive rights.

(b) Parent's Board of Directors, at a meeting duly called and held, has (i)
determined that this Agreement and the Option Agreement and the
transactions contemplated hereby and thereby (including the Merger) are
fair to and in the best interests of Parent's stockholders and (ii)
approved this Agreement and the Option Agreement and the transactions
contemplated hereby and thereby.

Section 4.3    Governmental Authorization. The execution, delivery and
performance by Parent of this Agreement and by Parent of the Option
Agreement, and the consummation by Parent and Merger Subsidiary of the
transactions contemplated hereby and thereby require no action by or in
respect of, or filing with, any governmental body, agency, official or
authority other than (a) the filing of a certificate of merger in
connection with the Merger and a certificate of merger in connection with
the merger contemplated by Section 2.1, in each case in accordance with
Delaware Law, (b) compliance with any applicable requirements of the HSR
Act, (c) compliance with any applicable requirements of the EC Merger
Regulation, (d) compliance with any applicable requirements under the
Competition Act of Canada, (e) compliance with any other applicable
requirements of foreign anti-trust, competition, trade regulation or
investments laws, (f) compliance with any applicable environmental transfer
statutes, (g) compliance with any applicable requirements of the Exchange
Act, (h) compliance with any applicable requirements of the Securities Act,
and (i) other actions or filings which if not taken or made would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Parent or prevent or materially delay Parent's and/or
Merger Subsidiary's consummation of the Merger.

Section 4.4    Non-Contravention. The execution, delivery and performance by
Parent of this Agreement and by Parent of the Option Agreement and the
consummation by Parent and Merger Subsidiary of the transactions
contemplated hereby and thereby do not and will not (a) contravene or
conflict with the certificate of incorporation or by-laws of Parent or
Merger Subsidiary, (b) assuming compliance with the matters referred to in
Section 4.3, contravene or conflict with or constitute a violation of any
provision of any law, regulation, judgment, injunction, order or decree
binding upon or applicable to Parent or any of its Subsidiaries, (c)
constitute a default under or give rise to any right of termination,
cancellation or acceleration of any right or obligation of Parent or any of
its Subsidiaries or to a loss of any benefit to which Parent or any of its
Subsidiaries is entitled under any provision of any agreement, contract,
lease or other instrument binding upon Parent or any of its Subsidiaries or
any license, franchise, permit or other similar authorization held by
Parent or any of its Subsidiaries or (d) result in the creation or
imposition of any Lien on any asset of Parent or any of its Subsidiaries,
except for such contraventions, conflicts or violations referred to in
clause (b) or defaults, rights of termination, cancellation or
acceleration, or losses or Liens referred to in clause (c) or (d) that
would not, individually or in the aggregate, reasonably be expected to
prevent or materially delay the consummation of the Merger.

Section 4.5    Capitalization. The authorized capital stock of Parent consists
of 13,200,000,000 shares of Parent Common Stock and 50,000,000 shares of
preferred stock, par value $1.00 per share. As of the close of business on
June 30, 2000, there were outstanding 9,898,772,000 shares of Parent Common
Stock and no other shares of capital stock or other voting securities of
Parent were outstanding. All outstanding shares of capital stock of Parent
have been duly authorized and validly issued and are fully paid and
nonassessable. Except for (a) employee or director stock options to acquire
no more than 343,000,000 shares of Parent Common Stock and (b) shares of
Parent Common Stock to be issued in connection with the Merger, as of the
close of business on September 30, 2000, there were no outstanding options,
warrants or other rights to acquire from Parent, and no preemptive or
similar rights, subscription or other rights, convertible or exchangeable
securities, agreements, arrangements, or commitments of any character,
relating to the capital stock of Parent, obligating Parent to issue,
transfer or sell any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of
Parent or obligating Parent to grant, extend or enter into any such option,
warrant, subscription or other right, convertible or exchangeable security,
agreement, arrangement or commitment (each of the foregoing, a "Parent
Convertible Security"). Since the close of business on June 30, 2000
through the date hereof, Parent has not issued any shares of capital stock
or Parent Convertible Securities, other than in connection with the
exercise of employee stock options and/or in the ordinary course of
business. Except as required by the terms of any employee or director stock
options or employee stock ownership plan and/or as may be entered into in
the ordinary course of business, there are no outstanding obligations of
Parent or any of its Subsidiaries to repurchase, redeem or otherwise
acquire any shares of capital stock of Parent and of any Parent Convertible
Securities.

Section 4.6     Commission Filings.

(a) Parent has filed, or will file at or prior to the time due, all forms,
reports and documents required to be filed by it with the Commission since
December 31, 1997. Parent has made available to Honeywell (i) its annual
reports on Form 10-K for its fiscal years ended December 31, 1997, 1998 and
1999, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended
after December 31, 1999, (iii) its proxy or information statements relating
to meetings, of, or actions taken without a meeting by, the stockholders of
Parent held since December 31, 1999, and (iv) all of its other reports,
statements, schedules and registration statements filed with the Commission
since December 31, 1999 (the documents referred to in this Section 4.7(a)
being referred to collectively as the "Parent Commission Documents").
Parent's quarterly report on Form 10-Q for its fiscal quarter ended June
30, 2000 is referred to as the "Parent 10-Q".

(b) As of its filing date, each Parent Commission Document complied as to
form in all material respects with the applicable requirements of the
Exchange Act and the Securities Act.

(c) As of its filing date, each Parent Commission Document filed pursuant
to the Exchange Act did not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they
were made, not misleading.

(d) Each registration statement, as amended or supplemented, if applicable,
filed by Parent pursuant to the Securities Act since December 31, 1997, as
of the date such statement or amendment became effective did not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading.

Section 4.7    Financial Statements. The audited consolidated financial
statements and unaudited consolidated interim financial statements of
Parent (including any related notes and schedules) included in the annual
reports on Form 10-K and the quarterly reports on Form 10-Q referred to in
Section 4.6 present fairly, in all material respects, the financial
position of Parent and its subsidiaries as of the dates thereof and their
results of operations and cash flows for the periods then ended (subject to
normal year-end adjustments and the absence of notes in the case of any
unaudited interim financial statements), in each case in conformity with
GAAP applied on a consistent basis (except as may be indicated in the notes
thereto). For purposes of this Agreement, "Parent Balance Sheet" means the
consolidated balance sheet of Parent as of December 31, 1999 set forth in
the Parent 10-K and "Parent Balance Sheet Date" means December 31, 1999.

Section 4.8    Disclosure Documents. Neither the Proxy Statement/Prospectus
nor any amendment or supplement thereto, will, at the date the Proxy
Statement/Prospectus or any such amendment or supplement is first mailed to
stockholders of Honeywell or at the time the stockholders vote on the
Honeywell Stockholder Approval, contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading. Neither the Form S-4 nor any amendment or supplement
thereto will at the time it becomes effective under the Securities Act or
at the Effective Time contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. No representation or warranty
is made by Parent in this Section 4.9 with respect to statements made or
incorporated by reference therein based on information supplied by
Honeywell for inclusion or incorporation by reference in the Proxy
Statement/Prospectus or the Form S-4. The Form S-4 and the Proxy
Statement/Prospectus will comply as to form in all material respects with
the requirements of the Exchange Act.

Section 4.9     Absence of Certain Changes. Since the Parent Balance Sheet
Date, there has not been any event, occurrence or development which would,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Parent.

Section 4.10    No Undisclosed Material Liabilities. There are no liabilities
of Parent or any Subsidiary of Parent of any kind whatsoever, whether
accrued, contingent, absolute, determined, determinable or otherwise, other
than:

(a) liabilities disclosed or provided for in the Parent Balance Sheet or in
the notes thereto;

(b) other liabilities incurred since such date that would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse
Effect on Parent;

(c) liabilities disclosed in the Parent Commission Documents filed prior to
the date of this Agreement; and

(d) liabilities under this Agreement.

Section 4.11   Litigation. There is no Action pending against, or to the
knowledge of Parent threatened against or affecting, Parent or any of its
Subsidiaries or any of their respective properties or any of their
respective officers or directors before any court or arbitrator or any
governmental body, agency or official except as would not reasonably be
expected to prevent or materially delay the consummation of the Merger.

Section 4.12   Finders' or Advisors' Fees. Except for Chase Securities Inc.,
whose fees will be provided by Parent, there is no investment banker,
broker, finder or other intermediary which has been retained by or is
authorized to act on behalf of Parent or any of its Subsidiaries who might
be entitled to any fee or commission in connection with the transactions
contemplated by this Agreement.

Section 4.13   Pooling; Tax Treatment.

(a) Parent intends that the Merger be accounted for as a "pooling of
interests" as described in Section 3.19(a).

(b) Neither Parent nor any of its affiliates has taken or agreed to take
any action or is aware of any fact or circumstance with respect to Parent
or its affiliates that would prevent the Merger from qualifying (i) for
"pooling of interests" accounting treatment as described in Section 3.19(a)
or (ii) as a reorganization within the meaning of Section 368(a) of the
Code.

                                 ARTICLE V

                           COVENANTS OF HONEYWELL

Honeywell agrees that:

Section 5.1    Conduct of Honeywell. From the date of this Agreement until the
Effective Time, Honeywell and its Subsidiaries shall, subject to the last
sentence of this Section 5.1, conduct their business in the ordinary course
consistent with past practice and shall use their reasonable best efforts
to preserve intact their business organizations and relationships with
third parties. Without limiting the generality of the foregoing and subject
to the last sentence of this Section 5.1, and except as set forth in
Section 5.1 of the Honeywell Disclosure Schedules or as contemplated by
this Agreement or the Option Agreement, without the prior written consent
of Parent (which shall not be unreasonably withheld), from the date of this
Agreement until the Effective Time:

(a) Honeywell will not, and will not permit any of its Subsidiaries to,
adopt or propose any change in its certificate of incorporation or by-laws;

(b) Honeywell will not, and will not permit any Subsidiary of Honeywell to,
adopt a plan or agreement of complete or partial liquidation, dissolution,
merger, consolidation, restructuring, recapitalization or other
reorganization of Honeywell or any of its Subsidiaries (other than
transactions between direct and/or indirect wholly owned Subsidiaries of
Honeywell);

(c) Honeywell will not, and will not permit any Subsidiary of Honeywell to,
issue, sell, transfer, pledge, dispose of or encumber any shares of, or
securities convertible into or exchangeable for, or options, warrants,
calls, commitments or rights of any kind to acquire, any shares of capital
stock of any class or series of Honeywell or its any of its Subsidiaries
other than (i) issuances of Honeywell Common Stock pursuant to the exercise
of Honeywell Stock Options that are outstanding on the date of this
Agreement and (ii) pursuant to the terms of the Honeywell Dividend
Reinvestment Plan as in effect as of the date hereof;

(d) Honeywell will not (i) split, combine, subdivide or reclassify its
outstanding shares of capital stock, or (ii) declare, set aside or pay any
dividend or other distribution payable in cash, stock or property with
respect to its capital stock other than, subject to Sections 7.4 and 7.9,
regular quarterly cash dividends not in excess of $0.1875 per quarter
payable by Honeywell in respect of shares of Honeywell Stock consistent
with past practice;

(e) Honeywell will not, and will not permit any Subsidiary of Honeywell to,
redeem, purchase or otherwise acquire directly or indirectly any of
Honeywell's capital stock, Honeywell Convertible Securities or Honeywell
Subsidiary Convertible Securities, except for repurchases, redemptions or
acquisitions (x) required by or in connection with the terms of any
Honeywell Stock Plan or (y) in accordance with any dividend reinvestment
plan as in effect on the date of this Agreement in the ordinary course of
the operations of such plan consistent with past practice and, in the case
of each of (x) and (y) above, only to the extent consistent with Section
7.4;

(f) Honeywell will not amend the terms (including the terms relating to
accelerating the vesting or lapse of repurchase rights or obligations) of
any employee or director stock options or other stock based awards;

(g) Honeywell will not, and will not permit any Subsidiary of Honeywell to,
(i) grant any severance or termination pay to (or amend any such existing
arrangement with) any director, officer or employee of Honeywell or any of
its Subsidiaries, (ii) enter into any employment, deferred compensation or
other similar agreement (or any amendment to any such existing agreement)
with any director, officer or employee of Honeywell or any of its
Subsidiaries, (iii) materially increase any benefits payable under any
existing severance or termination pay policies or employment agreements,
(iv) materially increase any compensation, bonus or other benefits payable
to directors, officers or employees of Honeywell or any of its Subsidiaries
or (v) permit any director, officer or employee who is not already a party
to an agreement or a participant in a plan providing benefits upon or
following a "change of control" to become a party to any such agreement or
a participant in any such plan, other than pursuant to a pre-existing
contractual commitment, as required by applicable law, or in the ordinary
course of business consistent with past practice but subject to Sections
7.4 and 7.9;

(h) Honeywell will not, and will not permit any of its Subsidiaries to (i)
acquire a material amount of assets or property of any other Person except
in the ordinary course of business consistent with past practice or (ii)
incur any additional incremental indebtedness in excess of $1.5 billion, in
the aggregate;

(i) other than as contemplated by Section 7.1, Honeywell will not, and will
not permit any of its Subsidiaries to, sell, lease, license or otherwise
dispose of any material amount of assets or property except pursuant to
existing contracts or commitments and except in the ordinary course of
business consistent with past practice;

(j) except for any such change which is not material or which is required
by reason of a concurrent change in GAAP, Honeywell will not, and will not
permit any Subsidiary of Honeywell to, change any method of accounting or
accounting practice used by it;

(k) Honeywell will not, and will not permit any Subsidiary of Honeywell to,
enter into any material joint venture, partnership or other similar
arrangement;

(l) Honeywell will not, and will not permit any of its Subsidiaries to,
take any action that would make any representation or warranty of Honeywell
hereunder inaccurate in any material respect at, or as of any time prior
to, the Effective Time;

(m) Honeywell will not settle or compromise any material Action for an
amount in excess of $100 million or enter into any consent decree,
injunction or similar restraint or form of equitable relief in settlement
of any Action, except for such consent decrees, injunctions or restraints
which would not individually or in the aggregate adversely affect the
businesses or operations of Honeywell, Parent or the combined entity at or
after the Effective Time in any material respect;

(n) take any action to exempt or make any person, entity or action (other
than Parent) not subject to the provision of Section 203 of the Delaware
Law or any other potentially applicable anti-takeover or similar statute or
regulation; and

(o) Honeywell will not, and will not permit any of its Subsidiaries to,
make any election with respect to Taxes or settle any material claim with
respect to Taxes which, in each case, would have a Material Adverse Effect
on Honeywell.

(p) Honeywell will not, and will not permit any of its Subsidiaries to,
agree or commit to do any of the foregoing.

For purposes of this Section 5.1 acquisitions of property, assets or any
business involving the payment of consideration in an amount in excess of
$500 million, in the aggregate, and sales, transactions or dispositions of
assets or property by Honeywell and its Subsidiaries having a fair market
value in excess of $500 million, in the aggregate, shall be deemed to be
material.

Section 5.2    Honeywell Stockholder Meeting.

(a) Honeywell shall cause a meeting of its stockholders (the "Honeywell
Stockholder Meeting") to be duly called and noticed for the purpose of
obtaining the Honeywell Stockholder Approval. In connection with the
Honeywell Stockholder Meeting, Honeywell (x) will mail to its stockholders
as promptly as practicable, the Proxy Statement/Prospectus and all other
proxy materials for the Honeywell Stockholder Meeting, (y) will use its
reasonable best efforts, subject to paragraph (b) of this Section 5.2, to
obtain the Honeywell Stockholder Approval and (z) will otherwise comply
with all legal requirements applicable to the Honeywell Stockholder
Meeting.

(b) Except as provided in the next sentence, the Board of Directors of
Honeywell shall recommend approval and adoption of this Agreement and the
Merger by Honeywell's stockholders. The Board of Directors of Honeywell
shall be permitted (i) not to recommend to Honeywell's stockholders that
they give the Honeywell Stockholder Approval or (ii) to withdraw or modify
in a manner adverse to Parent its recommendation to Honeywell's
stockholders that they give the Honeywell Stockholder Approval, only (w) if
after receiving an Acquisition Proposal that constitutes a Superior
Proposal, the Board of Directors of Honeywell determines in its good faith
judgment, after receiving the advice of outside legal counsel, that, in
light of this Superior Proposal, there is a reasonable probability that the
Board of Directors would be in violation of its fiduciary duties under
applicable law if it failed to withdraw or modify its recommendation, such
determination to be in the sole discretion of the Board of Directors of
Honeywell.

                                ARTICLE VI

                            COVENANTS OF PARENT

Section 6.1    Obligations of Merger Subsidiary.
               
(a) Promptly following the date hereof (and in any event prior to the
Effective Time), Parent shall cause the incorporation of Merger Subsidiary
pursuant to and in accordance with Delaware Law by causing to be filed with
the Secretary of State of the State of Delaware a certificate of
incorporation of Merger Subsidiary and, promptly following the date of such
filing and the incorporation of Merger Subsidiary, Parent shall cause
Merger Subsidiary to take all necessary action to execute a counterpart of,
and become a party to, this Agreement.

(b) Parent will take all action necessary to cause Merger Subsidiary to
perform its obligations under this Agreement and to consummate the Merger
on the terms and conditions set forth in this Agreement.

Section 6.2    Director and Officer Liability.
               
(a) Parent shall cause the Surviving Corporation to, and the Surviving
Corporation shall, indemnify and hold harmless, to the fullest extent
permitted under applicable law, the individuals who on or prior to the
Effective Time were officers, directors and employees of Honeywell or its
Subsidiaries (collectively, the "Indemnitees") with respect to all acts or
omissions by them in their capacities as such or taken at the request of
Honeywell or any of its Subsidiaries at any time on or prior to the
Effective Time. In the event the Surviving Corporation or Parent or any of
their successors or assigns (i) consolidates with or merges into any other
Person and shall not be the continuing or surviving corporation or entity
of such consolidation or merger or (ii) transfers all or substantially all
of its properties and assets to any Person, then and in each such case,
proper provisions shall be made so that the successors and assigns of the
Surviving Corporation or Parent shall assume the obligations of the
Surviving Corporation or the Parent, as the case may be, as set forth in
this Section 6.2. An Indemnitee shall have a right to participate in (but
not control) the defense of any such matter with its own counsel and at its
own expense. Notwithstanding the right of the Surviving Corporation to
assume and control the defense of such litigation, claim or proceeding,
such Indemnitee shall have the right to employ separate counsel and to
participate in the defense of such litigation, claim or proceeding, and the
Surviving Corporation shall bear the reasonable fees, costs and expenses of
such separate counsel and shall pay such fees, costs and expenses promptly
after receipt of an invoice from such Indemnitee if (i) the use of counsel
chosen by the Surviving Corporation to represent such Indemnitee would
present such counsel with a conflict of interest or (ii) such Indemnitee
shall have legal defenses available to it or to other Indemnitees which are
different from or in addition to those available to the Surviving
Corporation; provided, however, that the Indemnitee shall be required to
deliver an undertaking to Honeywell as contemplated by Section 2 of Article
VI of the restated certificate of incorporation of Honeywell. The Surviving
Corporation shall not settle any matter set forth in Section 6.2 of the
Honeywell Disclosure Schedule unless the terms of the settlement provide
that the Indemnitee shall have no responsibility for the discharge of any
settlement amount and impose no other obligations or duties on the
Indemnitee and the settlement discharges all rights against Indemnitee with
respect to such matter. Parent shall cause the Surviving Corporation to
honor all indemnification agreements with Indemnitees (including under
Honeywell's by-laws) in effect as of the date of this Agreement in
accordance with the terms thereof. Honeywell has disclosed to Parent all
such indemnification agreements prior to the date of this Agreement.

(b) For three years after the Effective Time, Parent shall procure the
provision of officers' and directors' liability insurance in respect of
acts or omissions occurring prior to the Effective Time covering each such
Person currently covered by Honeywell's officers' and directors' liability
insurance policy on terms with respect to coverage and in amounts no less
favorable than those of such policy in effect on the date hereof; provided,
that if the aggregate annual premiums for such insurance at any time during
such period shall exceed 200% of the per annum rate of premium paid by
Honeywell and its Subsidiaries as of the date hereof for such insurance,
then Parent shall, or shall cause its Subsidiaries to, provide only such
coverage as shall then be available at an annual premium equal to 200% of
such rate.

(c) The certificate of incorporation of the Surviving Corporation shall,
from and after the Effective Time, contain provisions no less favorable
with respect to limitation of certain liabilities of directors and
indemnification than are set forth as of the date of this Agreement in
Article Eleventh of the restated certificate of incorporation of Honeywell,
which provisions shall not be amended, repealed or otherwise modified for a
period of six years from the Effective Time in a manner that would
adversely affect the rights thereunder of individuals who at the Effective
Time were directors, officers or employees of Honeywell.

(d) The obligations of Parent under this Section 6.2 shall not be
terminated or modified in such a manner as to adversely affect any
Indemnitee to whom this Section 6.2 applies without the consent of the
affected Indemnitee (it being expressly agreed that the Indemnitees to whom
this Section 6.2 applies shall be third party beneficiaries of this Section
6.2).

Section 6.3    Stock Exchange Listing. Parent shall use its reasonable best
efforts to cause the shares of Parent Common Stock to be issued in
connection with the Merger to be approved for listing on the NYSE, subject
to official notice of issuance.

Section 6.4    Employee Benefits.
               
(a) From and after the Effective Time, Parent shall cause the Surviving
Corporation to honor in accordance with their terms all benefits and
obligations under Honeywell Employee Plans, each as in effect on the date
of this Agreement (or as amended as contemplated or permitted hereby or
with the prior written consent of Parent). Subject to the previous sentence
and Section 6.4(b), no provision of this Agreement shall be construed as a
limitation on the right of Parent or the Surviving Corporation to amend or
terminate any Honeywell Employee Plan to the extent permitted by the terms
thereof (as in effect on the date hereof) and applicable law, and no
provision of this Agreement shall be construed to create a right in any
employee or beneficiary of such employee under a Honeywell Employee Plan
that such employee or beneficiary would not otherwise have under the terms
of that Honeywell Employee Plan. The "Change of Control" provisions of the
Honeywell Employee Plans set forth on Section 6.4(a) of the Honeywell
Disclosure Schedule will be triggered by the consummation of the Merger.

(b) For a period of at least one year following the Effective Time, Parent
shall provide to employees of Honeywell and its Subsidiaries as of the
Effective Time ("Affected Employees"), for so long as such Affected
Employees remain employed by Parent or its Subsidiaries, employee benefits
(including salary, performance based incentive compensation and stock-based
benefits) which, in the aggregate, are at least as favorable as the
benefits provided pursuant to Honeywell's or its Subsidiaries' (as
applicable) employee benefit plans, programs, policies and arrangements
immediately prior to the Effective Time, provided, however, that the
foregoing shall not be construed to limit Parent's flexibility in
determining the design of any benefit plan or program.

(c) Parent will, or will cause the Surviving Corporation to, give Affected
Employees full credit for purposes of eligibility, vesting, and
determination of the level of and entitlement to benefits under severance
benefit, vacation and other employee benefit plans or arrangements
maintained by Parent or any Subsidiary of Parent (if such Affected
Employees participate in any such employee benefit plan or arrangement) for
such Affected Employees' service with Honeywell or any Subsidiary of
Honeywell to the same extent recognized by Honeywell immediately prior to
the Effective Time for similar Honeywell employee benefit plans or
arrangements, provided, however, that this Section 6.4(c) shall, except as
required by law, not provide crediting of service for benefit accrual
purposes under Parent defined benefit pension plans, or where such
crediting of service would result in a duplication of benefits.

(d) Parent will, or will cause the Surviving Corporation to, (i) waive all
limitations as to preexisting conditions, exclusions and waiting periods
with respect to participation and coverage requirements applicable to the
Affected Employees under any welfare benefit plans of Parent that such
employees may be eligible to participate in after the Effective Time, other
than limitations or waiting periods that would have been in effect with
respect to such employees as of the Effective Time under any welfare plan
maintained for the Affected Employees immediately prior to the Effective
Time, and (ii) provide each Affected Employee with credit for any
co-payments and deductibles paid prior to the Effective Time in satisfying
any applicable deductible or out-of-pocket requirements under any welfare
plans that such employees are eligible to participate in after the
Effective Time during the same plan year in which such co-payments and
deductibles were paid.

(e) Prior to the Effective Time, Honeywell and Parent shall take all such
action necessary to ensure that no "rabbi" or similar trust maintained by
Honeywell or Parent, respectively, is required to be funded as a result of
the transactions contemplated by this Agreement.

Section 6.5 Consultant Agreement. At the Effective Time, Parent shall enter
into a consulting agreement with Michael R. Bonsignore substantially on the
terms set forth in Section 6.5 of the Honeywell Disclosure Schedule.

                                ARTICLE VII

                     COVENANTS OF PARENT AND HONEYWELL

                  The parties hereto agree that:

Section 7.1    Reasonable Best Efforts.
               
(a) Subject to Section 7.1(b), Honeywell and Parent shall each cooperate
with the other and use (and shall cause their respective Subsidiaries to
use) their respective reasonable best efforts to promptly (i) take or cause
to be taken all necessary actions, and do or cause to be done all things,
necessary, proper or advisable under this Agreement and applicable laws to
consummate and make effective the Merger and the other transactions
contemplated by this Agreement as soon as practicable, including, without
limitation, preparing and filing promptly and fully all documentation to
effect all necessary filings, notices, petitions, statements,
registrations, submissions of information, applications and other documents
(including, without limitation, any required filings under the HSR Act or
any foreign antitrust, competition or trade regulation law, regulation or
statute, or any amendments to any thereof) and (ii) obtain all approvals,
consents, registrations, permits, authorizations and other confirmations
required to be obtained from any third party necessary, proper or advisable
to consummate the Merger and the other transactions contemplated by this
Agreement. Subject to applicable laws relating to the exchange of
information and in addition to Section 7.1(c), Honeywell and Parent shall
have the right to review in advance, and to the extent practicable each
will consult the other on, all the information relating to Honeywell and
its Subsidiaries or Parent and its Subsidiaries, as the case may be, that
appears in any filing made with, or written materials submitted to, any
third party and/or any governmental authority in connection with the Merger
and the other transactions contemplated by this Agreement.

(b) Without limiting Section 7.1(a), Parent and Honeywell shall:

(i)      each use its reasonable best efforts to avoid the entry of, or to
         have vacated or terminated, any decree, order, or judgment that
         would restrain, prevent or delay the Closing, on or before the End
         Date, including without limitation defending through litigation on
         the merits any claim asserted in any court by any Person; and

(ii)     each use its reasonable best efforts to avoid or eliminate each
         and every impediment under any antitrust, competition or trade
         regulation law that may be asserted by any governmental authority
         with respect to the Merger so as to enable the Closing to occur as
         soon as reasonably possible (and in any event no later than the
         End Date), including, with respect to Parent, Parent shall take
         all such actions, including, without limitation (x) proposing,
         negotiating, committing to and effecting, by consent decree, hold
         separate order, or otherwise, the sale, divestiture or disposition
         of such assets or businesses of Parent (or any of its
         Subsidiaries) and (y) otherwise taking or committing to take
         actions that limit Parent or its Subsidiaries' freedom of action
         with respect to, or its ability to retain, one or more of its or
         its Subsidiaries' businesses, product lines or assets, in each
         case as may be required in order to avoid the entry of, or to
         effect the dissolution of, any injunction, temporary restraining
         order, or other order in any suit or proceeding, which would
         otherwise have the effect of preventing or materially delaying the
         Closing; provided, however, that Parent shall not be required to
         take any such actions if such action with respect to a comparable
         amount of assets, businesses or products lines of Honeywell would
         be reasonably likely, in the aggregate, to have a Material Adverse
         Effect on Honeywell and its Subsidiaries, taken as a whole;
         provided, further, however, that neither Parent nor Honeywell
         shall be required to sell, divest or otherwise dispose of any
         assets, businesses or product lines of Honeywell if such actions
         would be reasonably likely, in the aggregate, to have a Material
         Adverse Effect on Honeywell and its Subsidiaries. Honeywell shall
         take such of the foregoing actions as the Parent may request;
         provided that any such action is conditioned upon the consummation
         of the Merger.
         
(c) Parent and Honeywell shall keep the other reasonably apprised of the
status of matters relating to the completion of the transactions
contemplated hereby and work cooperatively in connection with obtaining all
required approvals or consents of any governmental authority (whether
domestic, foreign or supranational). In that regard, each party shall
without limitation: (i) promptly notify the other of, and if in writing,
furnish the other with copies of (or, in the case of material oral
communications, advise the other orally of) any communications from or with
any governmental authority (whether domestic, foreign or supranational)
with respect to the Merger or any of the other transactions contemplated by
this Agreement, (ii) permit the other to review and discuss in advance, and
consider in good faith the views of the other in connection with, any
proposed written (or any material proposed oral) communication with any
such governmental authority, (iii) not participate in any meeting with any
such governmental authority unless it consults with the other in advance
and to the extent permitted by such governmental authority gives the other
the opportunity to attend and participate thereat, (iv) furnish the other
with copies of all correspondence, filings and communications (and
memoranda setting forth the substance thereof) between it and any such
governmental authority with respect to this Agreement and the Merger, and
(v) furnish the other with such necessary information and reasonable
assistance as Parent or Honeywell may reasonably request in connection with
its preparation of necessary filings or submissions of information to any
such governmental authority. Parent and Honeywell may, as each deems
advisable and necessary, reasonably designate any competitively sensitive
material provided to the other under this Section as "outside counsel
only." Such materials and the information contained therein shall be given
only to the outside legal counsel of the recipient and will not be
disclosed by such outside counsel to employees, officers, or directors of
the recipient unless express permission is obtained in advance from the
source of the materials (Parent or Honeywell, as the case may be) or its
legal counsel.

Section 7.2    Proxy Materials; Certain Filings. Honeywell and Parent shall
promptly prepare and file with the Commission a proxy statement relating to
the meeting of Honeywell to be held in connection with this Agreement and
the transactions contemplated hereby (the "Proxy Statement/Prospectus").
Honeywell and Parent shall promptly prepare, and Parent shall file with the
Commission, a registration statement on Form S-4 (the "Form S-4") in which
the Proxy Statement/Prospectus will be included as a prospectus, and Parent
shall use its reasonable best efforts to cause the Form S-4 to be declared
effective by the Commission as promptly as practicable after filing. Parent
shall promptly take any action required to be taken under foreign or state
securities or Blue Sky laws in connection with the issuance of Parent
Common Stock in connection with the Merger. Honeywell and Parent shall
cooperate with one another (a) in determining whether any action by or in
respect of, or filing with, any governmental body, agency or official, or
authority is required, or any actions, consents, approvals or waivers are
required to be obtained from parties to any material contracts, in
connection with the consummation of the transactions contemplated by this
Agreement and (b) in seeking any such actions, consents, approvals or
waivers or making any such filings, furnishing information required in
connection therewith or with the Proxy Statement/Prospectus or the Form S-4
and seeking timely to obtain any such actions, consents, approvals or
waivers.

Section 7.3    Access to Information. From the date hereof until the Effective
Time, to the extent permitted by applicable law, Honeywell and Parent will
upon reasonable request give the other party, its counsel, financial
advisors, auditors and other authorized representatives access to the
offices, properties, books and records of such party and its Subsidiaries
during normal business hours, furnish to the other party, its counsel,
financial advisors, auditors and other authorized representatives such
financial and operating data and other information as such Persons may
reasonably request and will instruct its own employees, counsel and
financial advisors to cooperate with the other party in its investigation
of the business of Honeywell or Parent, as the case may be; provided that
no investigation of the other party's business shall affect any
representation or warranty given by either party hereunder, and neither
party shall be required to provide any such information if the provision of
such information may cause a waiver of an attorney-client privilege. All
information obtained by Parent or Honeywell pursuant to this Section 7.3
shall be kept confidential in accordance with, and shall otherwise be
subject to the terms of, the Confidentiality Agreement dated October 21,
2000 between Parent and Honeywell (the "Confidentiality Agreement").

Section 7.4    Tax and Accounting Treatment.
                        
(a) Neither Parent nor Honeywell shall, nor shall they permit their
Subsidiaries to, take any action or fail to take any action which action or
failure to act would prevent, or would be reasonably likely to prevent, the
Merger from qualifying (i) for "pooling of interests" accounting treatment
under GAAP and the rules and regulations of the Commission or (ii) as a
reorganization within the meaning of Section 368(a) of the Code. Honeywell
shall not, and shall not permit its Subsidiaries to, take any action which
action or failure to act would prevent, or would be reasonably likely to
prevent, the Allied Merger from qualifying for "pooling of interests"
accounting treatment under GAAP and the rules and regulations of the
Commission. In the event Parent receives advice from its independent public
accountants that it is advisable for Parent to obtain customary "affiliate"
agreements in order to qualify for "pooling of interests" accounting
treatment, Parent shall use its reasonable best efforts to obtain such
letters from the appropriate affiliates of Parent.

(b) Parent shall use its reasonable best efforts to provide to Shearman & Sterling (or such other counsel reasonably acceptable to Parent) and
Skadden, Arps, Slate, Meagher & Flom LLP (or such other counsel reasonably
acceptable to Honeywell) a certificate containing representations
reasonably requested by such counsel in connection with the opinions to be
delivered pursuant to Sections 8.2(d) and 8.3(b) hereof. Honeywell shall
use its reasonable best efforts to provide to Shearman & Sterling (or such
other counsel reasonably acceptable to Parent) and Skadden, Arps, Slate,
Meagher & Flom LLP (or such other counsel reasonably acceptable to
Honeywell) a certificate containing representations reasonably requested by
such counsel in connection with the opinions to be delivered pursuant to
Sections 8.2(d) and 8.3(b) hereof.

(c) Subject to paragraph (a) above, Parent and Honeywell agree to cooperate
in good faith with proposals to reduce Taxes on the transactions
contemplated by this Agreement and the continuing operations of Honeywell
and its affiliates (including the Surviving Corporation) and Parent and its
affiliates after the Effective Time, it being understood that no actions
will be required which Honeywell reasonably concludes would adversely
affect (i) Honeywell and its affiliates in the event the Merger is not
consummated or (ii) the rights or benefits of employees of Honeywell and
its affiliates arising from their employment relationship or provided for
or permitted by this Agreement.

Section 7.5    Public Announcements. The initial press release with respect to
the Merger shall be a joint press release, to be agreed upon by Parent and
Honeywell. Thereafter, Parent and Honeywell will consult with each other
before issuing any press release or making any public statement with
respect to this Agreement and the transactions contemplated hereby and
shall not issue any press release or make any public statement without the
prior consent of the other party, unless such consent shall have been
unreasonably withheld. Notwithstanding the foregoing, any such press
release or public statement as may be required by applicable law or any
listing agreement with any national securities exchange (or the London
Stock Exchange) may be issued prior to such consultation, if the party
making the release or statement has used its reasonable efforts to consult
with the other party.

Section 7.6    Further Assurances. At and after the Effective Time, the
officers and directors of the Surviving Corporation will be authorized to
execute and deliver, in the name and on behalf of Honeywell or Merger
Subsidiary, any deeds, bills of sale, assignments or assurances and to take
any other actions and do any other things, in the name and on behalf of
Honeywell or Merger Subsidiary, reasonably necessary to vest, perfect or
confirm of record or otherwise in the Surviving Corporation any and all
right, title and interest in, to and under any of the rights, properties or
assets of Honeywell acquired or to be acquired by the Surviving Corporation
as a result of, or in connection with, the Merger.

Section 7.7    Notices of Certain Events.

(a) Each of Honeywell and Parent shall promptly notify the other party of:

(i)      any notice or other communication from any Person alleging that
         the consent of such Person is or may be required in connection
         with the transactions contemplated by this Agreement if the
         failure of Honeywell or Parent, as the case may be, to obtain such
         consent would be material to Honeywell or Parent as applicable;
         and

(ii)     any notice or other communication from any governmental or
         regulatory agency or authority in connection with the transactions
         contemplated by this Agreement.

(b) Honeywell and Parent shall promptly notify the other party of any
actions, suits, claims, investigations or proceedings commenced or, to its
knowledge threatened against, relating to or involving or otherwise
affecting such party or any of its Subsidiaries which relate to the
consummation of the transactions contemplated by this Agreement.

Section 7.8    Affiliates.

(a) As soon as practicable after the date hereof and in any event not less
than 30 days prior to the Effective Time, of Honeywell (i) shall have
delivered to Parent a letter identifying all Persons who, in the opinion of
Honeywell may be, as of the date of the Honeywell Stockholder Meeting, its
"affiliates" for purposes of SEC Accounting Series Releases 130 and 135
and/or for purposes of Rule 145 under the Securities Act, and (ii) shall
use its reasonable best efforts to cause each Person who is identified as
an "affiliate" of Honeywell in such letter to deliver, as promptly as
practicable but in no event later than 20 days prior to the Closing (or
after such later date as the Parent and Honeywell may agree), a signed
agreement to Honeywell, substantially in the form attached as Exhibit A.
Honeywell shall notify Parent from time to time after the delivery of the
letter described in Section 7.8(a)(i) of any Person not identified on such
letter who then is, or may be, such an "affiliate" and use its reasonable
best efforts to cause each additional Person who is identified as an
"affiliate" to execute a signed agreement as set forth in this Section
7.8(a).

(b) Shares of Honeywell Common Stock beneficially owned by each such
"affiliate" of Honeywell who has not provided a signed agreement in
accordance with Section 7.8(a) shall not be transferable during any period
prior to and after the Effective Time if, as a result of this transfer
during any such period, taking into account the nature, extent and timing
of this transfer and similar transfers by all other "affiliates" of
Honeywell, this transfer will, in the reasonable judgment of accountants of
Parent, interfere with, or prevent the Merger from being accounted for, as
a "pooling of interests" under GAAP and/or the rules and regulations of the
Commission. Parent shall not register, or allow its transfer agent to
register, on its books any transfer of any shares of Parent Common Stock of
any affiliate of Honeywell who has not provided a signed agreement in
accordance with Section 7.8(a). The restrictions on the transferability of
shares held by Persons who execute an agreement pursuant to Section 7.8(a)
shall be as provided in those agreements.

Section 7.9    Payment of Dividends. From the date of the Agreement until the
Effective Time, Parent and Honeywell will coordinate with each other
regarding the declaration of dividends in respect of the shares of Parent
Common Stock and the shares of Honeywell Common Stock and the record dates
and payment dates relating thereto, it being the intention of the parties
that holders of shares of Honeywell Common Stock will not receive two
dividends, or fail to receive one dividend, for any single calendar quarter
with respect to their shares of Honeywell Common Stock and the shares of
Parent Common Stock any holder of shares of Honeywell Common Stock receives
in exchange therefor in connection with the Merger.

Section 7.10   No Solicitation.

(a) Honeywell shall not, and shall cause its Subsidiaries not to, and will
use its reasonable best efforts to cause its officers, directors,
employees, investment bankers, consultants, attorneys, accountants, agents
and other representatives not to, directly or indirectly, take any action
to solicit, initiate, encourage or facilitate the making of any Acquisition
Proposal or any inquiry with respect thereto or engage in substantive
discussions or negotiations with any Person with respect thereto, or in
connection with any Acquisition Proposal or potential Acquisition Proposal,
disclose any nonpublic information relating to it or its Subsidiaries or
afford access to the properties, books or records of it or its Subsidiaries
to, any Person that has made, or to such party's knowledge, is considering
making, any Acquisition Proposal; provided, however, that, in the event
that (x) Honeywell shall receive an Acquisition Proposal that the Board of
Directors of Honeywell concludes in good faith could result in a Superior
Proposal that was not solicited by it and did not otherwise result from a
breach of this Section 7.10, (y) prior to receipt of the Honeywell
Stockholder Approval, the Board of Directors of Honeywell determines in its
good faith judgment, after receiving the advice of outside counsel, that,
in light of this Acquisition Proposal, if Honeywell fails to participate in
such discussions or negotiations with, or provide such information to, the
party making the Acquisition Proposal, there is a reasonable probability
that such Board of Directors would be in violation of its fiduciary duties
under applicable law, such determination to be in the sole discretion of
the Board of Directors of Honeywell, and (z) after giving the other party
written notice of its intention to do so, the party receiving such
Acquisition Proposal may (i) furnish information with respect to it and its
subsidiaries to the Person making such Acquisition Proposal pursuant to a
customary confidentiality agreement and (ii) participate in discussions and
negotiations regarding such Acquisition Proposal.

(b) Nothing contained in this Agreement shall prevent the Board of
Directors of Honeywell from complying with Rule 14e-2 under the Exchange
Act with regard to an Acquisition Proposal; provided that the Board of
Directors of Honeywell shall not recommend that its stockholders tender
their shares in connection with a tender offer except to the extent, after
receiving a Superior Proposal, the Board of Directors of Honeywell
determines in its good faith judgment, after receiving the advice of
outside legal counsel, that, in light of the Superior Proposal, there is a
reasonable probability that the Board of Directors would be in violation of
its fiduciary duties under applicable law if it fails to make such a
recommendation, such determination to be in the sole discretion of the
Board of Directors of Honeywell.

(c) Upon receiving an Acquisition Proposal, Honeywell will promptly (and in
no event later than 24 hours after receipt of any Acquisition Proposal)
notify Parent, after receipt of any Acquisition Proposal or any amendment
or change in any previously received Acquisition Proposal, or any request
for nonpublic information relating to Honeywell or any Subsidiary of
Honeywell or for access to the properties, books or records of Honeywell or
any Subsidiary of Honeywell by any Person that has made, or to such party's
knowledge may be considering making, an Acquisition Proposal, and shall
promptly provide copies of any proposals, indications of interest, draft
agreements and correspondence relating to such Acquisition Proposal.
Honeywell shall, and shall cause its Subsidiaries to, immediately cease and
cause to be terminated, and use reasonable best efforts to cause its
officers, directors, employees, investment bankers, consultants, attorneys,
accountants, agents and other representatives to, immediately cease and
cause to be terminated, all discussions and negotiations, if any, that have
taken place prior to the date hereof with any Persons with respect to any
Acquisition Proposal and shall request the return or destruction of all
confidential information provided to any such Person.

                  For purposes of this Agreement, "Acquisition Proposal"
means any offer or proposal for, or any indication of interest in, any (i)
direct or indirect acquisition or purchase of a business or asset of
Honeywell or any of its Subsidiaries that constitutes 20% or more of the
net revenues, net income or assets of Honeywell and its Subsidiaries, taken
as a whole; (ii) direct or indirect acquisition or purchase of 20% or more
of any class of equity securities of Honeywell or any of its Subsidiaries
whose business constitutes 20% or more of the net revenues, net income or
assets of Honeywell and its Subsidiaries, taken as a whole; (iii) tender
offer or exchange offer that, if consummated, would result in any Person
beneficially owning 20% or more of any class of equity securities of
Honeywell, or any of its Subsidiaries whose business constitutes 20% or
more the net revenues, net income or assets of Honeywell and its
Subsidiaries, taken as a whole; or (iv) merger, consolidation, business
combination, recapitalization, liquidation, dissolution or similar
transaction involving Honeywell or any of its Subsidiaries whose business
constitutes 20% or more of the net revenue, net income or assets of
Honeywell and its Subsidiaries, taken as a whole, other than the
transactions contemplated by this Agreement. For purposes of this
Agreement, "Superior Proposal" means any bona fide written Acquisition
Proposal obtained not in breach of this Section 7.10 for or in respect of
all of the outstanding shares of Honeywell Common Stock, on terms that the
Board of Directors of Honeywell, determines in its good faith judgment
(after consultation with a financial advisor of nationally recognized
reputation and taking into account all the terms and conditions of the
Acquisition Proposal and this Agreement deemed relevant by such Board of
Directors, including any break-up fees, expense reimbursement provisions,
conditions to and expected timing and risks of consummation, and the
ability of the party making such proposal to obtain financing for such
Acquisition Proposal and taking into account all other legal, financial,
regulatory and all other aspects of such proposal) are more favorable
(other than in immaterial respects) from a financial point of view to its
stockholders than the Merger and which has a reasonable likelihood of being
consummated.

(d) Honeywell agrees that it will take the necessary steps promptly to
inform its officers, directors, investment bankers, consultants, attorneys,
accountants, agents and other representatives of the obligations undertaken
in this Section 7.10.

Section 7.11   Letters from Accountants.
               
(a) Parent shall use reasonable best efforts to cause to be delivered to
Parent and Honeywell a letter from KPMG LLP dated as of the Closing Date,
addressed to the Boards of Directors of Parent and Honeywell, stating that
KPMG LLP concurs with Parent management's conclusion that accounting for
the Merger as a "pooling of interests" under Opinion No. 16 (Business
Combination) of the Accounting Principles Board of the American Institute
of Certified Public Accountants and the rules and regulations of the
Commission is appropriate if the Merger is closed and consummated in
accordance with the terms hereof.

(b) Honeywell shall use reasonable best efforts to cause to be delivered to
Parent a letter from PricewaterhouseCoopers LLP, dated as of the Closing
Date, addressed to the Boards of Directors of Honeywell and Parent, stating
that PricewaterhouseCoopers LLP concurs with Honeywell's management's
conclusion that Honeywell is eligible to participate in a transaction
accounted for as a "pooling of interests" under Opinion No. 16 (Business
Combination) of the Accounting Principles Board of the American Institute
of Certified Public Accountants and the rules and regulations of the
Commission.

Section 7.12   Takeover Statutes. If any anti-takeover or similar statute or
regulation is or may become applicable to the transactions contemplated
hereby, each of the parties and its Board of Directors shall grant such
approvals and take all such actions as are legally permissible so that the
transactions contemplated hereby may be consummated as promptly as
practicable on the terms contemplated hereby and otherwise act to eliminate
or minimize the effects of any such statute or regulation on the
transactions contemplated hereby.

Section 7.13   Honeywell Name and Integrity of Franchise. Parent will use the
Honeywell name in areas where Honeywell has been strong historically.
Parent will use the Honeywell name in conjunction with the Parent name for
the Honeywell Home and Building Control business and the Honeywell avionics
business. Parent will consider the use of the Honeywell name in conjunction
with the Parent name for the Honeywell industrial controls business.

Section 7.14   Transfer Statutes. Each of Parent and Honeywell agrees to use
its commercially reasonable efforts to comply promptly with all
requirements of the New Jersey, Connecticut and other state property
transfer statutes to the extent applicable to the transactions contemplated
hereby, and to take all actions necessary to cause the transactions
contemplated hereby to be effected in compliance with such statutes. Parent
and Honeywell agree that they will consult with each other to determine
what, if any, actions must be taken prior to or after the Effective Time to
ensure compliance with such statutes. Each of Parent and Honeywell agrees
to provide the other with any documents to be submitted to the relevant
state agencies prior to submission. For purposes of this section, the New
Jersey and Connecticut Property Transfer Statutes means the New Jersey
Industrial Site Recovery Act, 1993 N.J. Laws 139, and the Connecticut
Transfer Act, Conn. Gen. Stat. Ann. ss.ss. 22a.-134(b).

Section 7.15   Section 16(b). Parent and Honeywell shall take all such steps
reasonably necessary to cause the transactions contemplated hereby and any
other dispositions of equity securities of Honeywell (including derivative
securities) or acquisitions of Parent equity securities (including
derivative securities) in connection with this Agreement by each individual
who (a) is a director or officer of Honeywell or (b) at the Effective Time,
will become a director or officer of Parent, to be exempt under Rule 16b-3
promulgated under the Exchange Act.

                               ARTICLE VIII

                          CONDITIONS TO THE MERGER

Section 8.1    Conditions to the Obligations of Each Party. The obligations of
Honeywell, Parent and Merger Subsidiary to consummate the Merger are
subject to the satisfaction (or, to the extent legally permissible, waiver)
of the following conditions:

(a) this Agreement and the Merger shall have been approved and adopted by
the stockholders of Honeywell in accordance with Delaware Law;

(b) any applicable waiting period (including any extension thereof) under
the HSR Act relating to the Merger shall have expired or been terminated;

(c) the approval by the European Commission of the transactions
contemplated by this Agreement shall have been obtained pursuant to the EC
Merger Regulation;

(d) all applicable waiting periods under the Competition Act of Canada
shall have expired or been terminated;

(e) no provision of any applicable law or regulation and no judgment,
injunction (preliminary or permanent), order or decree that prohibits,
materially restricts, makes illegal or enjoins the consummation of the
Merger or any of the other transactions contemplated by this Agreement,
shall be in effect;

(f) the Form S-4 shall have been declared effective under the Securities
Act and no stop order suspending the effectiveness of the Form S-4 shall be
in effect and no proceedings for such purpose shall be pending before or
threatened by the SEC;

(g) the shares of Parent Common Stock to be issued in the Merger shall have
been approved for listing on the NYSE, subject to official notice of
issuance; and

(h) the letters of KPMG LLP and PricewaterhouseCoopers LLP contemplated by
paragraphs (a) and (b) of Section 7.11 shall have been delivered as
contemplated thereby.

Section 8.2    Conditions to the Obligations of Parent and Merger Subsidiary.
The obligations of Parent and Merger Subsidiary to consummate the Merger
are subject to the satisfaction (or, to the extent legally permissible,
waiver) of the following further conditions:

(a) (i) Honeywell shall have performed in all material respects all of its
obligations hereunder required to be performed by it at or prior to the
Effective Time, (ii) the representations and warranties of Honeywell
contained in this Agreement and in any certificate or other writing
delivered by Honeywell pursuant hereto shall be true and correct (without
giving effect to any limitation as to "materiality" or "Material Adverse
Effect" set forth therein) at and as of the Effective Time as if made at
and as of such time (except to the extent expressly made as of an earlier
date, in which case as of such earlier date), except where the failure of
such representations and warranties to be true and correct (without giving
effect to any limitation as to "materiality" or "Material Adverse Effect"
set forth therein) would not, individually or in the aggregate, have a
Material Adverse Effect on Honeywell, and (iii) Parent shall have received
a certificate signed by an executive officer of Honeywell on its behalf to
the foregoing effect;

(b) there shall not be any statute, rule, regulation, injunction, order or
decree, enacted, enforced, promulgated, entered, issued or deemed
applicable to the Merger and the other transactions contemplated hereby (or
in the case of any statute, rule or regulation, awaiting signature or
reasonably expected to become law), by any court, government or
governmental authority or agency or legislative body, domestic, foreign or
supranational, that would, or would reasonably be expected to, have a
Material Adverse Effect on Parent at or after the Effective Time.

(c) (i) all required approvals or consents of any governmental authority or
third party including those described in Section 3.3, 3.4, 4.3 and 4.4
shall have been obtained (and all relevant statutory, regulatory or other
governmental waiting periods, whether domestic, foreign or supranational,
shall have expired) except in the case of consents the absence of which
would not result in civil or criminal sanctions being imposed on Parent or
the Surviving Corporation or their respective affiliates or where the
failure to obtain any such consents and approvals would not reasonably be
expected to have a Material Adverse Effect on Honeywell and (ii) all such
approvals and consents which have been obtained shall be on terms that
would not reasonably be expected to have a Material Adverse Effect on
Honeywell.

(d) Parent shall have received an opinion of Shearman & Sterling (or other
counsel reasonably acceptable to Parent), on the basis of representations
and assumptions set forth in such opinion, to the effect that the Merger
will be treated for federal income tax purposes as a reorganization within
the meaning of Section 368(a) of the Code and that each of Parent, Merger
Subsidiary and Honeywell will be a party to the reorganization within the
meaning of Section 368(b) of the Code, and such opinion shall not have been
withdrawn as of the Effective Time. In rendering its opinion, counsel shall
be entitled to rely upon representations of officers of Parent and
Honeywell reasonably requested by counsel.

Section 8.3    Conditions to the Obligations of Honeywell. The obligation of
Honeywell to consummate the Merger is subject to the satisfaction (or, to
the extent legally permissible, waiver) of the following further
conditions:

(a) (i) Parent shall have performed in all material respects all of its
obligations hereunder required to be performed by it at or prior to the
Effective Time, (ii) the representations and warranties of Parent and
Merger Subsidiary contained in this Agreement and in any certificate or
other writing delivered by Parent pursuant hereto shall be true and correct
(without giving effect to any limitation as to "materiality" or "Material
Adverse Effect" set forth herein) at and as of the Effective Time as if
made at and as of such time (except to the extent expressly made as of an
earlier date, in which case as of such earlier date, except where the
failure of such representations to be true and correct (without giving
effect to any limitation as to "materiality" or "Material Adverse Effect"
set forth herein) would not, individually as in the aggregate, have a
Material Adverse Effect on Parent and (iii) Honeywell shall have received a
certificate signed by an executive officer of Parent on its behalf to the
foregoing effect; and

(b) Honeywell shall have received an opinion of Skadden, Arps, Slate,
Meagher & Flom LLP (or other counsel reasonably acceptable to Honeywell),
on the basis of representations and assumptions set forth in such opinion,
to the effect that the Merger will be treated for federal income tax
purposes as a reorganization within the meaning of Section 368(a) of the
Code and that each of Parent, Merger Subsidiary and Honeywell will be a
party to the reorganization within the meaning of Section 368(b) of the
Code, and such opinion shall not have been withdrawn as of the Effective
Time. In rendering this opinion, counsel shall be entitled to rely upon
representations of officers of Parent and Honeywell reasonably requested by
counsel.

                                 ARTICLE IX

                                TERMINATION

Section 9.1 Termination. This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time (except as
provided below, notwithstanding any approval of this Agreement by the
stockholders of Honeywell):

(a) by mutual written consent of Honeywell and Parent;

(b) by either Honeywell or Parent,

(i)      if the Merger has not been consummated as of June 30, 2001 (the
         "End Date"); provided, however, that if (x) the Effective Time has
         not occurred by such date by reason of nonsatisfaction of any of
         the conditions set forth in Section 8.1(b), 8.1(c), 8.1(d),
         8.1(e), 8.2(b) and 8.2(c) and (y) all other conditions set forth
         in Article VIII have heretofore been satisfied or waived or are
         then capable of being satisfied, then such date shall
         automatically be extended to November 30, 2001 (which shall then
         be the "End Date"); provided, further that at the End Date the
         right to terminate this Agreement under this Section 9.1(b)(i)
         shall not be available to any party whose failure to fulfill in
         any material respect any obligation under this Agreement has
         caused or resulted in the failure of the Effective Time to occur
         on or before the End Date; or

(ii)     if the Honeywell Stockholder Approval shall not have been obtained
         by reason of the failure to obtain the required vote at a duly
         held meeting of stockholders or any adjournment thereof;

(c) by either Honeywell or Parent, if there shall be any law or regulation
that materially restricts the consummation of the Merger or makes
consummation of the Merger illegal or otherwise prohibited or if any
judgment, injunction, order or decree enjoining Parent or Honeywell from
consummating the Merger is entered and such judgment, injunction, order or
decree shall become final and nonappealable; provided that the terminating
party has fulfilled its obligations under Section 7.1;

(d) by Parent, if the Board of Directors of Honeywell shall have failed to
recommend or withdrawn or modified or changed, in a manner adverse to
Parent, its approval or recommendation of this Agreement or the Merger,
whether or not permitted by the terms hereof, or shall have failed to call
the Honeywell Stockholder Meeting in accordance with Section 5.2, or shall
have recommended a Superior Proposal (or the Board of Directors of
Honeywell shall resolve to do any of the foregoing); or

(e) by either Parent or Honeywell, if there shall have been a breach by the
other of any of its representations, warranties, covenants or obligations
contained in this Agreement, which breach would result in the failure to
satisfy one or more of the conditions set forth in Section 8.2(a) (in the
case of a breach by Honeywell) or Section 8.3(a) (in the case of a breach
by Parent), and in any such case such breach shall be incapable of being
cured or, if capable of being cured, shall not have been cured within 30
days after written notice thereof shall have been received by the party
alleged to be in breach.

The party desiring to terminate this Agreement pursuant to clause (b), (c),
(d) or (e) of this Section 9.1 shall give written notice of such
termination to the other party in accordance with Section 10.1, specifying
the provision hereof pursuant to which such termination is effected.

Section 9.2    Effect of Termination. (a) If this Agreement is terminated
pursuant to Section 9.1, this Agreement shall become void and of no effect
with no liability on the part of any party hereto, except (i) as set forth
in Section 9.3, (ii) that the agreements contained in this Section 9.2, in
Section 10.4, and in the Confidentiality Agreement, shall survive the
termination hereof and (iii) that no such termination shall relieve any
party of any liability or damages resulting from any willful breach by that
party of this Agreement.

Section 9.3    Fee and Expenses.  (a)  In the event that:

(i)                        this Agreement shall be terminated by either
                           party pursuant to Section 9.1(b)(ii), and, at or
                           prior to the time of the failure of Honeywell's
                           Stockholders to approve this Agreement and the
                           Merger, an Acquisition Proposal shall have been
                           made public and not withdrawn; or

(ii)     this Agreement is terminated pursuant to Section 9.1(d);

                  then, in any such event, Honeywell shall pay Parent
                  promptly (but in no event later than two business days
                  after the first of such events shall have occurred) a fee
                  of $1.35 billion (the "Fee"), which amount shall be
                  payable in immediately available funds.

(b) Except as set forth in this Section 9.3, all costs and expenses
incurred in connection with this Agreement, the Option Agreement, the
Merger and the transactions contemplated thereby shall be paid by the party
incurring such expenses, whether or not the Merger is consummated.

(c) In the event that Honeywell shall fail to pay the Fee or any expenses
when due, the term "expenses" shall be deemed to include the costs and
expenses actually incurred or accrued by Parent (including, without
limitation, fees and expenses of counsel) in connection with the collection
under and enforcement of this Section 9.3, together with interest on such
unpaid Fee and expenses, commencing on the date that the Fee or such
expenses became due, at a rate equal to the rate of interest publicly
announced by Citibank, N.A., from time to time, in the City of New York, as
such bank's Base Rate plus 2.00%.

                                 ARTICLE X

                               MISCELLANEOUS

Section 10.1   Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile or similar
writing) and shall be given,

(a)               if to Parent or Merger Subsidiary, to:

                           General Electric Company
                           3135 Easton Turnpike, W3
                           Fairfield, Connecticut  06431
                           Attention:  Senior Counsel - Transactions
                           Facsimile No.:  (203) 373-3008


                           with a copy to:

                           Shearman & Sterling
                           599 Lexington Avenue
                           New York, New York  10022
                           Attention:  John A. Marzulli Jr., Esq.
                           Facsimile No.:  (212) 848-7179


(b)               if to Honeywell, to:

                           Honeywell International Inc.
                           101 Columbia Road
                           P.O. Box 4000
                           Morristown, New Jersey  07962-2497
                           Attention:  Peter M. Kreindler, Esq.,
                                       Senior Vice President and 
                                       General Counsel
                           Facsimile No.: (973) 455-4217


                           with a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                           Four Times Square
                           New York, New York  10036-6522
                           Attention:  Peter Allan Atkins, Esq.
                                       David J. Friedman, Esq.
                           Facsimile No.:  (212) 735-2000

or such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the other parties. Each such notice,
request or other communication shall be effective (a) if given by
facsimile, when such facsimile is transmitted to the facsimile number
specified in this Section and the appropriate facsimile confirmation is
received or (b) if given by any other means, when delivered at the address
specified in this Section.

Section 10.2   Non-Survival of Representations and Warranties. The
representations and warranties contained herein and in any certificate or
other writing delivered pursuant hereto shall not survive the Effective
Time.

Section 10.3   Amendments; No Waivers.

(a) Any provision of this Agreement (including the Exhibit and Schedules
hereto) may be amended or waived prior to the Effective Time at any time
prior to or after the receipt of the Honeywell Stockholder Approval, if,
and only if, such amendment or waiver is in writing and signed, in the case
of an amendment, by Honeywell, Parent and Merger Subsidiary, or in the case
of a waiver, by the party against whom the waiver is to be effective;
provided that after the receipt of any such approval, if any such amendment
or waiver shall by law or in accordance with the rules and regulations of
any relevant securities exchange requires further approval of stockholders,
the effectiveness of such amendment or waiver shall be subject to the
necessary stockholder approval.

(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.

Section 10.4   Expenses. Except as otherwise agreed to in writing by the
parties, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated by this Agreement shall be paid by the
party incurring such cost or expense, except that (a) the filing fees in
respect to filings made pursuant to the HSR Act, the EC Merger Regulation
and all similar filings in other jurisdictions, (b) filing fees in
connection with the filing with the SEC of the Form S-4 and the Proxy
Statement/Prospectus, (c) all printing, mailing and related expenses
incurred in connection with printing and mailing of the Form S-4 and the
Proxy Statement/Prospectus and (d) all other expenses not directly
attributable to any one of the parties, shall be shared equally by Parent
and Honeywell.

Section 10.5   Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other parties hereto except that
Merger Subsidiary may transfer or assign, in whole or from time to time in
part, to one or more of its affiliates, its rights under this Agreement,
but any such transfer or assignment will not relieve Merger Subsidiary of
its obligations hereunder.

Section 10.6   Governing Law. This Agreement shall be construed in accordance
with and governed by the law of the State of Delaware, without regard to
principles of conflicts of law.

Section 10.7   Jurisdiction. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby or
thereby may be brought in any federal or state court located in the State
of Delaware, and each of the parties hereby consents to the jurisdiction of
such courts (and of the appropriate appellate courts therefrom) in any such
suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding which is brought in any
such court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such court.
Without limiting the foregoing, each party agrees that service of process
on such party as provided in Section 10.1 shall be deemed effective service
of process on such party.

Section 10.8   Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

Section 10.9   Counterparts; Effectiveness. This Agreement 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. This Agreement shall become effective when each party hereto
shall have received counterparts hereof signed by all of the other parties
hereto.

Section 10.10  Entire Agreement; No Third Party Beneficiaries. This
Agreement (including the Exhibit and Schedules), the Option Agreement and
the Confidentiality Agreement constitute the entire agreement between the
parties with respect to the subject matter of this Agreement and supersede
all prior agreements and understandings, both oral and written, between the
parties with respect to the subject matter hereof and thereof. Except as
provided in Section 6.2(d), no provision of this Agreement or any other
agreement contemplated hereby is intended to confer on any Person other
than the parties hereto any rights or remedies. Section 10.11 Captions. The
captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof.

Section 10.12  Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such a determination, the parties shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties
as closely as possible in an acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated
to the fullest extent possible.



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of
the day and year first above written.

                                        GENERAL ELECTRIC COMPANY


                                        By:    /s/ John F. Welch, Jr.
                                               ______________________________
                                               Name:  John F. Welch, Jr.
                                               Title: Chairman and CEO



                                        HONEYWELL INTERNATIONAL INC.


                                        By:    /s/ Michael E. Bonsignore
                                               ______________________________
                                               Name:  Michael E. Bonsignore
                                               Title: Chairman and CEO



                  IN WITNESS WHEREOF, the undersigned has caused this
Agreement to be duly executed by its authorized officers as of this __ day
of October, 2000.


                                        MERGER SUBSIDIARY


                                        By:    ______________________________
                                               Name:
                                               Title:



                                                                      EXHIBIT A



                        Honeywell International Inc.
                              Affiliate Letter


General Electric Company
3135 Easton Turnpike, W3
Fairfield, Connecticut  06431


Ladies and Gentlemen:

                  I have been advised that as of the date of this letter I
may be deemed to be an "affiliate" of Honeywell International Inc., a
Delaware corporation ("Honeywell"), as the term "affiliate" is (i) defined
for purposes of paragraphs (c) and (d) of Rule 145 of the rules and
regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"), and/or (ii) used in and for purposes of Accounting
Series, Releases 130 and 135, as amended, of the Commission. Pursuant to
the terms of the Agreement and Plan of Merger, dated as of October 22, 2000
(the "Merger Agreement"), between Honeywell and General Electric Company, a
New York corporation ("Parent"), a newly formed Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Subsidiary"), Merger Subsidiary
will be merged with and into Honeywell (the "Merger").

                  As a result of the Merger, I may receive shares of common
stock, par value $0.06 per share, of Parent (the "Parent Common Stock") in
exchange for shares owned by me of common stock, par value $1.00 per share,
of Honeywell (or upon the exercise of options for such shares of
Honeywell).

                  I hereby represent and warrant to, and covenant with,
Parent that in the event I receive any Parent Common Stock as a result of
the Merger:

                  1.  I shall not make any sale, transfer or other disposition 
of the Parent Common Stock in violation of the Securities Act or the Rules and 
Regulations.

                  2. I have carefully read this letter and the Merger
Agreement and discussed the requirements of such documents and other
applicable limitations upon my ability to sell, transfer or otherwise
dispose of the Parent Common Stock, to the extent I felt necessary, with my
counsel or counsel for Honeywell.

                  3. I have been advised that the issuance of Parent Common
Stock to me pursuant to the Merger has been, or will be, registered with
the Commission under the Securities Act on a Registration Statement on Form
S-4. However, I have also been advised that, since at the time the Merger
was submitted for a vote of the stockholders of Honeywell, (i) I may be
deemed to have been an affiliate of Honeywell and (ii) the distribution by
me of the Parent Common Stock has not been registered under the Securities
Act, I may not sell, transfer or otherwise dispose of the Parent Common
Stock issued to me in the Merger unless (x) such sale, transfer or other
disposition has been registered under the Securities Act, (y) such sale,
transfer or other disposition is made in conformity with Rule 145 (as such
rule may be hereafter amended) promulgated by the Commission under the
Securities Act, or (z) Parent shall have received either opinion of
counsel, which opinion and counsel shall be reasonably acceptable to
Parent, or a "no action" letter obtained by me from the staff of the
Commission, to the effect that such sale, transfer or other disposition is
otherwise exempt from registration under the Securities Act.

                  4. I understand that Parent is under no obligation to
register the sale, transfer or other disposition of the Parent Common Stock
by me or on my behalf under the Securities Act or to take any other action
necessary in order to make compliance with an exemption from such
registration available.

                  5. I also understand that stop transfer instructions will
be given to Parent's transfer agents with respect to the Parent Common
Stock and that there will be placed on the certificates for the Parent
Common Stock issued to me, or any substitutions therefor, a legend stating
in substance:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED
                  IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE
                  SECURITIES ACT OF 1933 APPLIES, AND MAY ONLY BE SOLD OR
                  OTHERWISE TRANSFERRED (I) IN COMPLIANCE WITH THE
                  REQUIREMENTS OF RULE 145 OR PURSUANT TO A REGISTRATION
                  STATEMENT UNDER THAT ACT OR AN EXEMPTION FROM SUCH
                  REGISTRATION AND (II) AFTER GENERAL ELECTRIC COMPANY
                  ("GE") SHALL HAVE PUBLISHED FINANCIAL RESULTS COVERING AT
                  LEAST 30 DAYS OF COMBINED OPERATIONS OF GE AND HONEYWELL
                  INTERNATIONAL INC."

                  6. I also understand that unless the transfer by me of my
Parent Common Stock has been registered under the Securities Act or is a
sale made in conformity with the provisions of Rule 145, Parent reserves
the right to place the following legend on the certificates issued to my
transferee:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 AND WERE
                  ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A
                  TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE
                  SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE BEEN
                  ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE
                  IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE
                  MEANING OF THE SECURITIES ACT OF 1933 AND MAY NOT BE
                  SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
                  ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT OF 1933."

                  It is understood and agreed that the legends set forth in
paragraphs 4 and 5 above shall be removed by delivery of substitute
certificates without such legend if such legend is not required for
purposes of the Securities Act or this Agreement. It is understood and
agreed that such legends and the stop orders referred to above will be
removed if (i) evidence or representations satisfactory to Parent that the
Parent Common Stock represented by such certificates are being or have been
sold in a transaction made in conformity with the provisions of Rule 145(d)
(as such rule may be hereafter amended) or (ii) Parent has received either
an opinion of counsel, which opinion and counsel shall be reasonably
satisfactory to Parent, or a "no action" letter obtained by me from the
staff of the Commission, to the effect that the restrictions imposed by
Rule 145 under the Securities Act no longer apply to me.

                  I further represent and warrant to, and covenant with,
Parent that I will not sell, transfer or otherwise dispose of or reduce my
risk (as contemplated by the Commission Accounting Series Release No. 135)
with respect to shares of the capital stock of Honeywell and/or Parent,
including, without limitation, Parent Common Stock received by me in the
Merger, that I may hold during the 30 day period prior to the Effective
Time (as defined in the Merger Agreement) and after the Effective Time
until after such time as combined financial results (including combined
sales and net income figures) covering at least 30 days of combined
operations of Honeywell and Parent have been published by Parent, in the
form of a quarterly earnings report, an effective registration statement
filed with the Commission, a report to the Commission on Form 10-K, 10-Q or
8-K, or any other public filing or announcement which includes such
combined results of operations.

                  This letter agreement shall be governed by and construed
in accordance with the laws of the State of Delaware. This letter agreement
shall terminate if and when the Merger Agreement is terminated according to
its terms.

                  Execution of this letter should not be considered an
admissions on my part that I am an "affiliate" of Honeywell as described in
the first paragraph of this letter, or as a waiver of any rights I may have
to object to any claim that I am such an affiliate on or after the date of
this letter.

                                           Very truly yours,

                                           -----------------------------
                                           Name:
Accepted this __ day of

_________, 2000 by


GENERAL ELECTRIC COMPANY



By:      ____________________________
Name:
Title: