{"id":43072,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-honeywell-international-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-honeywell-international-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-honeywell-international-inc-and.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Honeywell International inc. and General Electric Co."},"content":{"rendered":"<pre>                        AGREEMENT AND PLAN OF MERGER\n\n                                dated as of\n\n                              October 22, 2000\n\n                                  between\n\n                        HONEYWELL INTERNATIONAL INC.\n\n                                    and\n\n                          GENERAL ELECTRIC COMPANY\n\n\n\n\n                             TABLE OF CONTENTS\n\n\n\n                                                                           Page\n\nARTICLE I         THE MERGER..................................................1\n\n     Section 1.1     The Merger...............................................1\n     Section 1.2     Conversion of Shares.....................................2\n     Section 1.3     Surrender and Payment....................................3\n     Section 1.4     Stock Options and Equity Awards..........................4\n     Section 1.5     Adjustments..............................................5\n     Section 1.6     Fractional Shares........................................6\n     Section 1.7     Withholding Rights.......................................7\n     Section 1.8     Lost Certificates........................................7\n     Section 1.9     Shares Held by Honeywell Affiliates......................7\n     Section 1.10     Appraisal Rights........................................7\n     \nARTICLE II        CERTAIN GOVERNANCE MATTERS..................................8\n\n     Section 2.1     Board of Directors.......................................8\n     Section 2.2     Certificate of Incorporation of the \n                     Surviving Corporation....................................8\n     Section 2.3     By-laws of the Surviving Corporation.....................8\n     Section 2.4     Directors and Officers of the \n                     Surviving Corporation....................................8\n\nARTICLE III       REPRESENTATIONS AND WARRANTIES OF HONEYWELL.................8\n\n     Section 3.1     Corporate Existence and Power............................8\n     Section 3.2     Corporate Authorization..................................9\n     Section 3.3     Governmental Authorization..............................10\n     Section 3.4     Non-Contravention.......................................10\n     Section 3.5     Capitalization..........................................11\n     Section 3.6     Subsidiaries............................................11\n     Section 3.7     Commission Filings......................................12\n     Section 3.8     Financial Statements....................................13\n     Section 3.9     Disclosure Documents....................................13\n     Section 3.10     Absence of Certain Changes.............................14\n     Section 3.11     No Undisclosed Material Liabilities....................15\n     Section 3.12     Litigation.............................................15\n     Section 3.13     Taxes..................................................15\n     Section 3.14     Employee Benefit Plans.................................16\n     Section 3.15     Compliance with Laws...................................19\n     Section 3.16     Finders' or Advisors' Fees.............................19\n     Section 3.17     Environmental Matters..................................19\n     Section 3.18     Opinion of Financial Advisor...........................20\n     Section 3.19     Pooling; Tax Treatment.................................20\n     Section 3.20     Takeover Statutes......................................20\n     Section 3.21     Intellectual Property Matters..........................20\n\nARTICLE IV        REPRESENTATIONS AND WARRANTIES OF PARENT...................21\n\n     Section 4.1     Corporate Existence and Power...........................21\n     Section 4.2     Corporate Authorization.................................22\n     Section 4.3     Governmental Authorization..............................22\n     Section 4.4     Non-Contravention.......................................23\n     Section 4.5     Capitalization..........................................23\n     Section 4.6     Commission Filings......................................24\n     Section 4.7     Financial Statements....................................24\n     Section 4.8     Disclosure Documents....................................24\n     Section 4.9     Absence of Certain Changes..............................25\n     Section 4.10     No Undisclosed Material Liabilities....................25\n     Section 4.11     Litigation.............................................25\n     Section 4.12     Finders' or Advisors' Fees.............................25\n     Section 4.13     Pooling; Tax Treatment.................................26\n\nARTICLE V         COVENANTS OF HONEYWELL.....................................26\n\n     Section 5.1     Conduct of Honeywell....................................26\n     Section 5.2     Honeywell Stockholder Meeting...........................28\n\nARTICLE VI        COVENANTS OF PARENT........................................29\n\n     Section 6.1     Obligations of Merger Subsidiary........................29\n     Section 6.2     Director and Officer Liability..........................29\n     Section 6.3     Stock Exchange Listing..................................31\n     Section 6.4     Employee Benefits.......................................31\n     Section 6.6     Consultant Agreement....................................32\n\nARTICLE VII       COVENANTS OF PARENT AND HONEYWELL..........................32\n\n     Section 7.1     Reasonable Best Efforts.................................32\n     Section 7.2     Proxy Materials; Certain Filings........................34\n     Section 7.3     Access to Information...................................34\n     Section 7.4     Tax and Accounting Treatment............................35\n     Section 7.5     Public Announcements....................................36\n     Section 7.6     Further Assurances......................................36\n     Section 7.7     Notices of Certain Events...............................36\n     Section 7.8     Affiliates..............................................36\n     Section 7.9     Payment of Dividends....................................37\n     Section 7.10     No Solicitation........................................37\n     Section 7.11     Letters from Accountants...............................39\n     Section 7.12     Takeover Statutes......................................40\n     Section 7.13      Honeywell Name and Integrity of Franchise.............40\n     Section 7.14     Transfer Statutes......................................40\n     Section 7.15     Section 16(b)..........................................40\n\nARTICLE VIII      CONDITIONS TO THE MERGER...................................40\n\n     Section 8.1     Conditions to the Obligations \n                     of Each Party...........................................40\n     Section 8.2     Conditions to the Obligations of \n                     Parent and Merger Subsidiary............................41\n     Section 8.3     Conditions to the Obligations of Honeywell..............42\n\nARTICLE IX        TERMINATION................................................43\n\n     Section 9.1     Termination.............................................43\n     Section 9.2     Effect of Termination...................................44\n     Section 9.3     Fee and Expenses........................................44\n\nARTICLE X         MISCELLANEOUS..............................................45\n\n     Section 10.1     Notices................................................45\n     Section 10.2     Non-Survival of Representations \n                      and Warranties.........................................46\n     Section 10.3     Amendments; No Waivers.................................46\n     Section 10.4     Expenses...............................................46\n     Section 10.5     Successors and Assigns.................................47\n     Section 10.6     Governing Law..........................................47\n     Section 10.7     Jurisdiction...........................................47\n     Section 10.8     Waiver of Jury Trial...................................47\n     Section 10.9     Counterparts; Effectiveness............................47\n     Section 10.10    Entire Agreement; No Third Party Beneficiaries.........48\n     Section 10.11    Captions...............................................48\n     Section 10.12    Severability...........................................48\n\n\nEXHIBIT\n\nExhibit A - Form of Honeywell Affiliate Letter\n\n\n\nDEFINITIONS\n                                                        Section\n\nAcquisition Proposal....................................Section 7.10(c)\nAction..................................................Section 3.12\nAffected Employees......................................Section 6.5(b)\nAgreement...............................................Preamble\nCertificate.............................................Section 1.2(c)\nClosing.................................................Section 1.1(d)\nClosing Date............................................Section 1.1(d)\nCode....................................................Recitals\nCommission..............................................Recitals\nConfidentiality Agreement...............................Section 7.3\nDelaware Law............................................Section 1.1(b)\nEC Merger Regulation....................................Section 3.3\nEffective Time..........................................Section 1.1(a)\nEnd Date................................................Section 9.1(b)(i)\nEnvironmental Laws......................................Section 3.17(b)\nERISA...................................................Section 3.14(a)\nExchange Act............................................Section 3.3\nExchange Agent..........................................Section 1.3(a)\nExchange Ratio..........................................Section 1.2(a)(iii)\nForm S-4................................................Section 7.2\nGAAP....................................................Recitals\nHoneywell...............................................Preamble\nHoneywell 10-Q..........................................Section 3.7\nHoneywell Balance Sheet.................................Section 3.8\nHoneywell Balance Sheet Date............................Section 3.8\nHoneywell Commission Documents..........................Section 3.7(a)\nHoneywell Common Stock..................................Recitals\nHoneywell Convertible Security..........................Section 3.5\nHoneywell Disclosure Schedules..........................Article III\nHoneywell Employee Plans................................Section 3.14(a)\nHoneywell Stock Option..................................Section 1.4(a)\nHoneywell Stock Plans...................................Section 1.4(a)\nHoneywell Stockholder Approval..........................Section 3.2(a)\nHoneywell Stockholder Meeting...........................Section 5.2(a)\nHoneywell Subsidiary Convertible Security...............Section 3.6(b)\nHazardous Material......................................Section 3.17(b)\nHSR Act.................................................Section 3.3\nIndemnitees.............................................Section 6.2(a)\nIntellectual Property...................................Section 3.21(b)\nProxy Statement\/Prospectus..............................Section 7.2\nLien....................................................Section 3.4\nMaterial Adverse Effect.................................Section 3.1\nMerger..................................................Recitals\nMerger Consideration....................................Section 1.2(b)\nMerger Subsidiary.......................................Preamble\nNYSE....................................................Section 1.6\nParent..................................................Preamble\nParent 10Q..............................................Section 4.6(a)\nParent Balance Sheet....................................Section 4.7\nParent Balance Sheet Date...............................Section 4.7\nParent Commission Documents.............................Section 4.6(a)\nParent Common Stock.....................................Section 1.2(a)(iii)\nParent Convertible Security.............................Section 4.5\nParent Disclosure Schedules.............................Article IV\nPerson..................................................Section 1.3(c)\nSecurities Act..........................................Section 1.4(c)\nSubsidiary..............................................Section 3.6(a)\nSuperior Proposal.......................................Section 7.10(c)\nSurviving Corporation...................................Section 1.1(b)\nTax Returns.............................................Section 3.13\nTaxes...................................................Section 3.13\n\n\n\n                        AGREEMENT AND PLAN OF MERGER\n\n                  THIS AGREEMENT AND PLAN OF MERGER (this \"Agreement\")\ndated as of October 22, 2000 by and between HONEYWELL INTERNATIONAL INC., a\nDelaware corporation (\"Honeywell\"), and GENERAL ELECTRIC COMPANY, a New\nYork corporation (\"Parent\").\n\n                            W I T N E S S E T H:\n\n                  WHEREAS, the respective Boards of Directors of Parent and\nHoneywell have approved this Agreement, and deem it advisable and in the\nbest interests of their respective stockholders to consummate the merger of\na Subsidiary of Parent to be formed as soon as practicable after the date\nhereof (\"Merger Subsidiary\") with and into Honeywell on the terms and\nconditions set forth in this Agreement (the \"Merger\");\n\n                  WHEREAS, for United States federal income tax purposes,\nit is intended that the Merger qualify as a \"reorganization\" within the\nmeaning of Section 368 of the Internal Revenue Code of 1986, as amended,\nand the rules and regulations promulgated thereunder (the \"Code\"); and\n\n                  WHEREAS, for accounting purposes, it is intended that the\nMerger be accounted for as a \"pooling of interests\" under United States\ngenerally accepted accounting principles (\"GAAP\") and the rules and\nregulations of the Securities and Exchange Commission (the \"Commission\").\n\n                  WHEREAS, in order to induce Parent to execute and deliver\nthis Agreement, Parent and Honeywell are entering into a stock option\nagreement (the \"Option Agreement\") pursuant to which Honeywell is granting\nParent the option to purchase shares of common stock, par value $1.00 per\nshare, of Honeywell (the \"Honeywell Common Stock\"), constituting 19.9% of\nthe issued and outstanding Honeywell Common Stock, upon the terms and\nsubject to the conditions set forth therein.\n\n                  NOW, THEREFORE, in consideration of the promises and the\nrespective representations, warranties, covenants, and agreements set forth\nherein, the parties agree as follows:\n\n                                 ARTICLE I\n\n                                 THE MERGER\n\nSection 1.1    The Merger.\n\n(a) As soon as practicable after satisfaction or, to the extent permitted\nhereunder, waiver of all conditions to the Merger, Honeywell and Merger\nSubsidiary will file a certificate of merger with the Secretary of State of\nthe State of Delaware and make all other filings or recordings required by\nDelaware Law to be made in connection with the Merger. The Merger shall\nbecome effective at such time as the certificate of merger is duly filed\nwith the Secretary of State of the State of Delaware or, if agreed to by\nHoneywell and Parent, at such later time as is specified in the certificate\nof merger (the \"Effective Time\").\n\n(b) At the Effective Time, Merger Subsidiary shall be merged with and into\nHoneywell in accordance with the requirements of the General Corporation\nLaw of the State of Delaware (the \"Delaware Law\"), whereupon the separate\nexistence of Merger Subsidiary shall cease, and Honeywell shall be the\nsurviving corporation in the Merger (the \"Surviving Corporation\").\n\n(c) From and after the Effective Time, the Surviving Corporation shall\npossess all the rights, privileges, powers and franchises and be subject to\nall of the restrictions, disabilities and duties of Honeywell and Merger\nSubsidiary, all as provided under Delaware Law.\n\n(d) The closing of the Merger (the \"Closing\") shall take place (i) at the\noffices of Skadden, Arps, Slate, Meagher &amp; Flom LLP, Four Times Square, New\nYork, New York, as soon as practicable, but in any event within three\nbusiness days, after the day on which the last to be fulfilled or waived of\nthe conditions set forth in Article VIII (other than those conditions that\nby their nature are to be fulfilled at the Closing, but subject to the\nfulfillment or waiver of such conditions) shall be fulfilled or waived in\naccordance with this Agreement or (ii) at such other place and time or on\nsuch other date as Honeywell and Parent may agree in writing (the date of\nthe Closing being the \"Closing Date\").\n\nSection 1.2    Conversion of Shares.\n\n(a)               At the Effective Time by virtue of the Merger and without any\naction on the part of the holder thereof:\n\n(i)      each share of Honeywell Common Stock held by Honeywell as treasury\n         stock or owned by Parent immediately prior to the Effective Time\n         shall be canceled, and no payment shall be made with respect\n         thereto;\n\n(ii)     each share of common stock of Merger Subsidiary outstanding\n         immediately prior to the Effective Time shall be converted into\n         and become one share of common stock of the Surviving Corporation\n         with the same rights, powers and privileges as the shares so\n         converted and shall constitute the only outstanding shares of\n         capital stock of the Surviving Corporation; and\n\n(iii)    each share of Honeywell Common Stock outstanding immediately prior\n         to the Effective Time shall, except as otherwise provided in\n         Section 1.2(a)(i), be converted into the right to receive 1.055\n         shares (the \"Exchange Ratio\") of common stock, par value $0.06 per\n         share, of Parent (the \"Parent Common Stock\").\n\n(b) All Parent Common Stock issued as provided in Section 1.2(a)(iii) shall\nbe of the same class and shall have the same terms as the currently\noutstanding Parent Common Stock. The shares of Parent Common Stock to be\nreceived as consideration pursuant to the Merger with respect to shares of\nHoneywell Common Stock (together with cash in lieu of fractional shares of\nParent Common Stock as specified below) are referred to herein as the\n\"Merger Consideration.\"\n\n(c) From and after the Effective Time, all shares of Honeywell Common Stock\nconverted in accordance with Section 1.2(a)(iii) shall no longer be\noutstanding and shall automatically be canceled and retired and shall cease\nto exist, and each holder of a certificate representing any such shares (a\n\"Certificate\") shall cease to have any rights with respect thereto, except\nthe right to receive the Merger Consideration and any dividends payable\npursuant to Section 1.3(f). From and after the Effective Time, all\ncertificates representing the common stock of Merger Subsidiary shall be\ndeemed for all purposes to represent the number of shares of common stock\nof the Surviving Corporation into which they were converted in accordance\nwith Section 1.2(a)(ii).\n\nSection 1.3    Surrender and Payment.\n\n(a) Prior to the Effective Time, Parent shall appoint The Bank of New York\nor such other exchange agent reasonably acceptable to Honeywell (the\n\"Exchange Agent\") for the purpose of exchanging certificates for the Merger\nConsideration. Parent will make available to the Exchange Agent, as needed,\nthe Merger Consideration to be delivered in respect of the shares of\nHoneywell Common Stock. Promptly after the Effective Time, Parent will\nsend, or will cause the Exchange Agent to send, to each holder of record of\nshares of Honeywell Common Stock as of the Effective Time, a letter of\ntransmittal for use in such exchange (which shall specify that the delivery\nshall be effected, and risk of loss and title shall pass, only upon proper\ndelivery of the Certificates to the Exchange Agent) in such form as\nHoneywell and Parent may reasonably agree, for use in effecting delivery of\nshares of Honeywell Common Stock to the Exchange Agent.\n\n(b) Each holder of shares of Honeywell Common Stock that have been\nconverted into a right to receive the Merger Consideration, upon surrender\nto the Exchange Agent of a Certificate, together with a properly completed\nletter of transmittal, will be entitled to receive the Merger Consideration\nin respect of the shares of Honeywell Common Stock represented by such\nCertificate. Until so surrendered, each such Certificate shall, after the\nEffective Time, represent for all purposes only the right to receive such\nMerger Consideration.\n\n(c) If any portion of the Merger Consideration is to be registered in the\nname of a Person other than the Person in whose name the applicable\nsurrendered Certificate is registered, it shall be a condition to the\nregistration of the Merger Consideration that the surrendered Certificate\nshall be properly endorsed or otherwise be in proper form for transfer and\nthat the Person requesting such delivery of the Merger Consideration shall\npay to the Exchange Agent any transfer or other taxes required as a result\nof such registration in the name of a Person other than the registered\nholder of such Certificate or establish to the reasonable satisfaction of\nthe Exchange Agent that such tax has been paid or is not payable. For\npurposes of this Agreement, \"Person\" means an individual, a corporation, a\nlimited liability company, a partnership, an association, a trust or any\nother entity or organization, including a government or political\nsubdivision or any agency or instrumentality thereof.\n\n(d) After the Effective Time, there shall be no further registration of\ntransfers of shares of Honeywell Common Stock. If, after the Effective\nTime, Certificates are presented to the Exchange Agent, the Surviving\nCorporation or Parent, they shall be canceled and exchanged for the Merger\nConsideration provided for, and in accordance with the procedures set\nforth, in this Article I.\n\n(e) Any portion of the Merger Consideration made available to the Exchange\nAgent pursuant to Section 1.3(a) that remains unclaimed by the holders of\nshares of Honeywell Common Stock one year after the Effective Time shall be\nreturned to Parent, upon demand, and any such holder who has not exchanged\nhis shares of Honeywell Common Stock for the Merger Consideration in\naccordance with this Section 1.3 prior to that time shall thereafter look\nonly to Parent for delivery of the Merger Consideration in respect of such\nholder's shares. Notwithstanding the foregoing, Parent shall not be liable\nto any holder of shares for any Merger Consideration delivered to a public\nofficial pursuant to applicable abandoned property laws.\n\n(f) No dividends or other distributions with respect to shares of Parent\nCommon Stock shall be paid to the holder of any unsurrendered Certificates\nuntil such Certificates are surrendered as provided in this Section 1.3.\nSubject to the effect of applicable laws, following such surrender, there\nshall be paid, without interest, to the record holder of the shares of\nParent Common Stock issued in exchange therefor (i) at the time of such\nsurrender, all dividends and other distributions payable in respect of such\nParent Common Stock with a record date after the Effective Time and a\npayment date on or prior to the date of such surrender and not previously\npaid and (ii) at the appropriate payment date, the dividends or other\ndistributions payable with respect to such Parent Common Stock with a\nrecord date after the Effective Time but with a payment date subsequent to\nsuch surrender. For purposes of dividends or other distributions in respect\nof Parent Common Stock, all shares of Parent Common Stock to be issued\npursuant to the Merger shall be entitled to dividends pursuant to the\nimmediately preceding sentence as if issued and outstanding as of the\nEffective Time.\n\nSection 1.4    Stock Options and Equity Awards.\n\n(a) At the Effective Time, each outstanding employee or director option to\npurchase shares of Honeywell Common Stock (a \"Honeywell Stock Option\")\ngranted under Honeywell's plans or agreements pursuant to which Honeywell\nStock Options or other stock-based awards of Honeywell have been or may be\ngranted (collectively, the \"Honeywell Stock Plans\"), whether vested or not\nvested, shall be deemed assumed by Parent. At and after the Effective Time\n(1) each Honeywell Stock Option then outstanding shall entitle the holder\nthereof to acquire the number (rounded up to the nearest whole number) of\nshares of Parent Common Stock determined by multiplying (x) the number of\nshares of Honeywell Common Stock subject to such Honeywell Stock Option\nimmediately prior to the Effective Time by (y) the Exchange Ratio, and (2)\nthe exercise price per share of Parent Common Stock subject to any such\nHoneywell Stock Option at and after the Effective Time shall be an amount\n(rounded up to the nearest one-hundredth of a cent) equal to (x) the\nexercise price per share of Honeywell Common Stock subject to such\nHoneywell Stock Option prior to the Effective Time, divided by (y) the\nExchange Ratio. Other than as provided above, as of and after the Effective\nTime, each Honeywell Stock Option shall be subject to the same terms and\nconditions as in effect immediately prior to the Effective Time.\nNotwithstanding the foregoing, any adjustment to a Honeywell Stock Option\nwhich is an \"incentive stock option\" shall be made in a manner consistent\nwith Section 424(a) of the Code. Prior to the date hereof, Honeywell has\ntaken all actions necessary to cause holders of restricted shares,\nrestricted stock units and any other stock-based awards outstanding under\nHoneywell Stock Plans, which would otherwise be settled in cash, to receive\na settlement of any such awards in shares of Parent Common Stock (with, in\nthe case of restricted stock units, each such unit representing one share\nof Honeywell Common Stock and with the number of shares of Parent Common\nStock to be issued reflecting the Exchange Ratio). The holder of a\nrestricted stock unit to be settled in shares of Parent Common Stock shall\nreceive within ninety days following the Closing Date, a number of shares\nof Parent Common Stock equal to (i) the cash value of such restricted stock\nunit based upon the \"Merger Price Per Share\" (as defined in the applicable\nHoneywell Stock Plan), divided by (ii) the closing price per share of\nParent Common Stock on the Closing Date. All fractional shares of Parent\nCommon Stock shall be paid in cash.\n\n(b) Parent shall take all corporate action necessary to reserve for\nissuance a sufficient number of shares of Parent Common Stock for delivery\nupon exercise of Honeywell Stock Options and settlement of other\nstock-based awards of Honeywell at and after the Effective Time.\n\n(c) On or as soon as practicable after the Effective Time, Parent shall\nfile with the Commission a registration statement on an appropriate form or\na post-effective amendment to a previously filed registration statement\nunder the Securities Act of 1933, as amended (the \"Securities Act\"), with\nrespect to the Parent Common Stock subject to Honeywell Stock Options and\nother stock-based awards of Honeywell, and shall use its reasonable best\nefforts to maintain the current status of the prospectus contained therein,\nas well as comply with any applicable state securities or \"blue sky\" laws,\nfor so long as such options or other stock-based awards remain outstanding.\n\nSection 1.5    Adjustments. If at any time during the period between the date\nof this Agreement and the Effective Time, any change in the outstanding\nshares of capital stock of Parent or Honeywell shall occur by reason of any\nreclassification, recapitalization, stock split or combination, exchange or\nreadjustment of shares, or any similar transaction, or any stock dividend\nthereon with a record date during such period, the Merger Consideration\nshall be appropriately adjusted to provide the holders of shares of\nHoneywell Common Stock the same economic effect as contemplated by this\nAgreement prior to such event.\n\nSection 1.6    Fractional Shares.\n\n(a) No fractional shares of Parent Common Stock shall be issued in the\nMerger and no dividend or distribution with respect to Parent Common Stock\nshall be payable on or with respect to any fractional share and such\nfractional share interests will not entitle the owner thereof to any rights\nof a stockholder of Parent.\n\n(b) As promptly as practicable following the Effective Time, the Exchange\nAgent shall determine the excess of (x) the number of full shares of Parent\nCommon Stock delivered to the Exchange Agent by Parent over (y) the\naggregate number of full shares of Parent Common Stock to be distributed to\nholders of Honeywell Common Stock (such excess being herein called the\n\"Excess Shares\"). As soon after the Effective Time as practicable, the\nExchange Agent, as agent for such holders of Parent Common Stock, shall\nsell the Excess Shares at the then prevailing prices on the New York Stock\nExchange, Inc. (the \"NYSE\"), all in the manner provided in paragraph (c) of\nthis Section 1.6.\n\n(c) The sale of the Excess Shares by the Exchange Agent shall be executed\non the NYSE through one or more member firms of the NYSE and shall be\nexecuted in round lots to the extent practicable. The Exchange Agent shall\nuse all reasonable efforts to complete the sale of the Excess Shares as\npromptly following the Effective Time as, in the Exchange Agent's\nreasonable judgment, is practicable consistent with obtaining the best\nexecution of such sales in light of prevailing market conditions. Until the\nnet proceeds of any such sale or sales have been distributed to such\nholders of Honeywell Common Stock, the Exchange Agent will hold such\nproceeds in trust for such holders of Honeywell Common Stock. Parent shall\npay all commissions, transfer taxes and other out-of-pocket transaction\ncosts of the Exchange Agent incurred in connection with such sale or sales\nof Excess Shares. In addition, Parent shall pay the Exchange Agent's\ncompensation and expenses in connection with such sale or sales. The\nExchange Agent shall determine the portion of such net proceeds to which\neach holder of Honeywell Common Stock shall be entitled, if any, by\nmultiplying the amount of the aggregate net proceeds by a fraction the\nnumerator of which is the amount of the fractional share interest to which\nsuch holder of Honeywell Common Stock is entitled (after taking into\naccount all shares of Honeywell Common Stock then held by such holder) and\nthe denominator of which is the aggregate amount of fractional share\ninterests to which all holders of Certificates representing Honeywell\nCommon Stock are entitled.\n\n(d) Notwithstanding the provisions of this Section 1.6, Parent may elect,\nat its option exercised prior to the Effective Time and in lieu of the\nissuance and sale of Excess Shares and the making of the payments\ncontemplated in such subsections, to pay to the Exchange Agent an amount in\ncash sufficient for the Exchange Agent to pay each holder of Honeywell\nCommon Stock an amount in cash equal to the product obtained by multiplying\n(x) the fractional share interest to which such holder would otherwise be\nentitled (after taking into account all shares of Honeywell Common Stock\nheld at the Effective Time by such holder) by (y) the closing price for a\nshare of Parent Common Stock on the NYSE on the first business day\nimmediately following the Effective Time and, in such case, all references\nherein to the cash proceeds of the sale of the Excess Shares and similar\nreferences shall be deemed to mean and refer to the payments calculated as\nset forth in this Section 1.6(d).\n\n(e) As soon as practicable after the determination of the amount of cash,\nif any, to be paid to holders of Honeywell Common Stock with respect to any\nfractional share interests, the Exchange Agent shall promptly pay such\namounts to such holders of Honeywell Common Stock.\n\nSection 1.7    Withholding Rights. Each of the Surviving Corporation and\nParent shall be entitled to deduct and withhold from the consideration\notherwise payable to any person pursuant to this Article I such amounts as\nit is required to deduct and withhold with respect to the making of such\npayment under any provision of federal, state, local or foreign tax law. To\nthe extent that amounts are so withheld by the Surviving Corporation or\nParent, as the case may be, such withheld amounts shall be treated for all\npurposes of this Agreement as having been paid to the holder of the shares\nof Honeywell Common Stock in respect of which such deduction and\nwithholding was made by the Surviving Corporation or Parent, as the case\nmay be.\n\nSection 1.8    Lost Certificates. If any Certificate shall have been lost,\nstolen or destroyed, upon the making of an affidavit of that fact by the\nPerson claiming the Certificate to be lost, stolen or destroyed and, if\nrequired by Parent or the Surviving Corporation, the posting by that Person\nof a bond, in such reasonable amount as the Surviving Corporation may\ndirect (which shall not exceed amounts generally required by Parent from\nholders of Parent Common Stock under similar circumstances), as indemnity\nagainst any claim that may be made against it with respect to such\nCertificate, the Exchange Agent will issue in exchange for such lost,\nstolen or destroyed Certificate the Merger Consideration to be paid in\nrespect of the Shares represented by such Certificates as contemplated by\nthis Article I.\n\nSection 1.9    Shares Held by Honeywell Affiliates. Anything to the contrary\nin this Agreement notwithstanding, no shares of Parent Common Stock (or\ncertificates therefor) shall be issued in exchange for any Certificate to\nany Person who may be an \"affiliate\" of Honeywell (identified pursuant to\nSection 7.8) until the Person shall have delivered to Parent and Honeywell\na duly executed letter as contemplated by Section 7.8.\n\nSection 1.10   Appraisal Rights. In accordance with Section 262 of the\nDelaware Law, no appraisal rights shall be available to holders of shares\nof Honeywell Common Stock in connection with the Merger.\n\n                                ARTICLE II\n\n                         CERTAIN GOVERNANCE MATTERS\n\nSection 2.1    Board of Directors. Prior to the Effective Time, the Board of\nDirectors of Parent shall take all action necessary to cause the Board of\nDirectors of Parent to be expanded to add three persons mutually acceptable\nto Honeywell and Parent which persons shall be elected to the Board of\nDirectors of Parent effective as of the Effective Time, and which persons\nshall also be nominated for election to the Board of Directors of Parent at\nthe two annual meetings of stockholders of Parent following the Effective\nTime.\n\nSection 2.2   Certificate of Incorporation of the Surviving Corporation. The\ncertificate of incorporation of the Surviving Corporation shall be amended\nas of the Effective Time to contain the provisions in the certificate of\nincorporation of Merger Subsidiary immediately prior to the Effective Time,\nexcept that such certificate of incorporation shall provide that the name\nof the Surviving Corporation shall be \"Honeywell International Inc.\"\n\nSection 2.3   By-laws of the Surviving Corporation. The by-laws of Merger\nSubsidiary in effect at the Effective Time shall be the by-laws of the\nSurviving Corporation (until amended in accordance with applicable law).\n\nSection 2.4   Directors and Officers of the Surviving Corporation. From and\nafter the Effective Time, until successors are duly elected or appointed\nand qualified in accordance with applicable law, (a) the directors of\nMerger Subsidiary at the Effective Time shall be the directors of the\nSurviving Corporation, who shall consist as of the Effective Time of those\npeople mutually agreed upon by the chief executive officers of Honeywell\nand Parent, and (b) the officers of Honeywell at the Effective Time shall\nbe the officers of the Surviving Corporation.\n\n                                ARTICLE III\n\n                REPRESENTATIONS AND WARRANTIES OF HONEYWELL\n\n                  Honeywell represents and warrants to Parent that, except\nas set forth in the disclosure schedules delivered by Honeywell to Parent\nsimultaneously with the execution of this Agreement (the \"Honeywell\nDisclosure Schedule\") or the Honeywell Commission Documents filed prior to\nthe date of this Agreement; it being understood that any matter set forth\nin any section of the Honeywell Disclosure Schedule or in the Honeywell\nCommission Documents shall be deemed disclosed with respect to such section\nof this Article III to which such matter logically relates, so long as the\ndescription of such matter contains sufficient facts to provide reasonable\nnotice of the relevance of such matter:\n\nSection 3.1    Corporate Existence and Power. Honeywell is a corporation duly\nincorporated, validly existing and in good standing under the laws of the\nState of Delaware, and has all corporate powers and all governmental\nlicenses, authorizations, consents and approvals required to carry on its\nbusiness as now conducted, except for those the absence of which would not,\nindividually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Honeywell. Honeywell is duly qualified to do business as\na foreign corporation and is in good standing in each jurisdiction where\nthe character of the property owned or leased by it or the nature of its\nactivities makes such qualification necessary, except for those\njurisdictions where the failure to be so qualified would not, individually\nor in the aggregate, reasonably be expected to have a Material Adverse\nEffect on Honeywell. For purposes of this Agreement, a \"Material Adverse\nEffect\" with respect to any Person means a material adverse effect on the\nfinancial condition, business, liabilities, properties, assets or results\nof operations of such Person and its Subsidiaries, taken as a whole, except\nto the extent resulting from (i) any changes in general United States or\nglobal economic conditions, (ii) any changes in general economic conditions\nin industries in which the Person operates which changes do not affect\nHoneywell or Parent, as the case may be, disproportionately relative to\nother entities operating in such industries, or (iii) any decline in the\nmarket price of the common stock of such Person. Honeywell has heretofore\nmade available to Parent true and complete copies of Honeywell's restated\ncertificate of incorporation and by-laws as currently in effect.\n\nSection 3.2    Corporate Authorization.\n\n(a) The execution, delivery and performance by Honeywell of this Agreement\nand the Option Agreement and the consummation by Honeywell of the\ntransactions contemplated hereby and thereby are within Honeywell's\ncorporate powers and, except for any required approval by Honeywell's\nstockholders in accordance with Delaware Law (the \"Honeywell Stockholder\nApproval\") in connection with the consummation of the Merger, have been\nduly authorized by all necessary corporate action. The affirmative vote of\nholders of the outstanding shares of Honeywell Common Stock having votes\nrepresenting a majority of the votes of all such outstanding capital stock,\nvoting together as a single class, in favor of the approval and adoption of\nthis Agreement and the Merger is the only vote of the holders of any of\nHoneywell's capital stock necessary in connection with consummation of the\nMerger. Assuming due authorization, execution and delivery of this\nAgreement and the Option Agreement by Parent and\/or Merger Subsidiary, as\napplicable, each of this Agreement and the Option Agreement constitutes a\nvalid and binding agreement of Honeywell enforceable against Honeywell in\naccordance with its terms, subject to bankruptcy, insolvency, fraudulent\ntransfer, reorganization, moratorium and similar laws of general\napplicability relating to or affecting creditors' rights, and to general\nequity principles.\n\n(b) Honeywell's Board of Directors, at a meeting duly called and held, has\n(i) determined that this Agreement and the Option Agreement and the\ntransactions contemplated hereby and thereby (including the Merger) are\nfair to and in the best interests of Honeywell's stockholders, (ii)\napproved and adopted this Agreement and the Option Agreement and the\ntransactions contemplated hereby and thereby (including the Merger), in\ncompliance with any applicable supermajority Board vote required by\nHoneywell's by-laws, and (iii) resolved (subject to Section 5.2) to\nrecommend that Honeywell stockholders vote for the approval and adoption of\nthis Agreement and the Merger.\n\nSection 3.3    Governmental Authorization. The execution, delivery and\nperformance by Honeywell of this Agreement and the Option Agreement and the\nconsummation by Honeywell of the transactions contemplated hereby and\nthereby require no action by or in respect of, or filing with, any\ngovernmental body, agency, official or authority other than (a) the filing\nof a certificate of merger in connection with the Merger in accordance with\nDelaware Law, (b) compliance with any applicable requirements of the\nHart-Scott-Rodino Antitrust Improvements Act of 1976 (the \"HSR Act\"), (c)\ncompliance with any applicable requirements of Council Regulation No.\n4064\/89 of the European Community, as amended (the \"EC Merger Regulation\"),\n(d) compliance with any applicable requirements under the Competition Act\nof Canada, (e) compliance with any other applicable requirements of foreign\nanti-trust, competition, trade regulation or investment laws, (f)\ncompliance with any applicable environmental transfer statutes, (g)\ncompliance with any applicable requirements of the Securities Exchange Act\nof 1934, as amended, and the rules and regulations promulgated thereunder\n(the \"Exchange Act\"), (h) compliance with any applicable requirements of\nthe Securities Act and (i) other actions or filings which if not taken or\nmade would not, individually or in the aggregate, reasonably be expected to\nhave a Material Adverse Effect on Honeywell or prevent or materially delay\nHoneywell's consummation of the Merger.\n\nSection 3.4    Non-Contravention. The execution, delivery and performance by\nHoneywell of this Agreement and the Option Agreement and the consummation\nby Honeywell of the transactions contemplated hereby and thereby do not and\nwill not (a) contravene or conflict with the restated certificate of\nincorporation or by-laws of Honeywell, (b) assuming compliance with the\nmatters referred to in Section 3.3 and subject to receipt of Honeywell\nStockholder Approval, contravene or conflict with or constitute a violation\nof any provision of any law, regulation, judgment, injunction, order or\ndecree binding upon or applicable to Honeywell or any of its Subsidiaries,\n(c) subject to receipt of Honeywell Stockholder Approval, constitute a\ndefault under or give rise to any right of termination, cancellation or\nacceleration of any right or obligation of Honeywell or any of its\nSubsidiaries or to a loss of any benefit to which Honeywell or any of its\nSubsidiaries is entitled under any provision of any agreement, contract,\nlease or other instrument binding upon Honeywell or any of its Subsidiaries\nor any license, franchise, permit or other similar authorization held by\nHoneywell or any of its Subsidiaries, or (d) result in the creation or\nimposition of any Lien on any asset of Honeywell or any of its\nSubsidiaries, except for such contraventions, conflicts or violations\nreferred to in clause (b) or defaults, rights of termination, cancellation\nor acceleration, or losses or Liens referred to in clause (c) or (d) that\nwould not, individually or in the aggregate, reasonably be expected to have\na Material Adverse Effect on Honeywell. For purposes of this Agreement,\n\"Lien\" means, with respect to any asset, any mortgage, lien, pledge,\ncharge, security interest or encumbrance of any kind in respect of such\nasset other than any such mortgage, lien, pledge, charge, security interest\nor encumbrance (i) for Taxes not yet due or being contested in good faith\nor (ii) which is a carriers', warehousemen's, mechanics', materialmen's,\nrepairmen's or other like lien arising in the ordinary course of business.\nNeither Honeywell nor any Subsidiary of Honeywell is a party to any\nagreement that (x) limits the ability of Honeywell or any Subsidiary of\nHoneywell to compete in or conduct any line of business or compete with any\nPerson or in any geographic area or during any period of time except to the\nextent that any such limitation would not, individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect on\nHoneywell or on the Surviving Corporation, immediately after the Effective\nTime or (y) immediately after the Effective Time to the knowledge of\nHoneywell, would materially limit the ability of Parent or any Subsidiary\nof Parent, other than Honeywell and any Subsidiary of Honeywell to compete\nin or conduct any material line of business or compete with any Person or\nin any geographic area or during any period of time.\n\nSection 3.5    Capitalization. The authorized capital stock of Honeywell\nconsists of 2,000,000,000 shares of Honeywell Common Stock and 40,000,000\nshares of preferred stock, no par value. As of the close of business on\nSeptember 30, 2000 (i) there were outstanding 797,720,500 shares of\nHoneywell Common Stock and (ii) no shares of Honeywell preferred stock and\nno other shares of capital stock or other voting securities of Honeywell\nwere then outstanding. As of December 31, 1999, approximately 162,466,000\nshares of Honeywell Common Stock were held in Honeywell's treasury. All\noutstanding shares of capital stock of Honeywell have been duly authorized\nand validly issued and are fully paid and nonassessable. Except for (a)\nHoneywell Stock Options to acquire no more than 55,239,576 shares of\nHoneywell Common Stock issued pursuant to Honeywell Stock Plans, (b) the\noption granted to Parent pursuant to the Option Agreement, (c) stock units\nfor no more than 2,993,561 shares of Honeywell Common Stock and (d) shares\nissuable under Honeywell's employee stock purchase plans in the ordinary\ncourse of business consistent with past practice, as of the close of\nbusiness on September 30, 2000, there were no outstanding options, warrants\nor other rights to acquire from Honeywell, and no preemptive or similar\nrights, subscription or other rights, convertible or exchangeable\nsecurities, agreements, arrangements or commitments of any character,\nrelating to the capital stock of Honeywell, obligating Honeywell to issue,\ntransfer or sell, any capital stock, voting securities or securities\nconvertible into or exchangeable for capital stock or voting securities of\nHoneywell or obligating Honeywell to grant, extend or enter into any such\noption, warrant, subscription or other right, convertible or exchangeable\nsecurity, agreement, arrangement or commitment (each of the foregoing, a\n\"Honeywell Convertible Security\"). Since the close of business on September\n30, 2000, Honeywell has not issued any shares of capital stock or any\nHoneywell Convertible Securities other than the issuance of Honeywell\nCommon Stock in connection with the exercise of Honeywell Stock Options\ndescribed in clause (a) above and\/or as permitted by Section 5.1 hereof.\nExcept as required by the terms of any Honeywell Stock Plans and grants\nthereunder and\/or as permitted by Section 5.1, there are no outstanding\nobligations of Honeywell or any of its Subsidiaries to repurchase, redeem\nor otherwise acquire any shares of capital stock of Honeywell or any\nHoneywell Convertible Securities.\n\nSection 3.6    Subsidiaries.\n\n(a) Each Subsidiary of Honeywell is duly organized, validly existing and in\ngood standing under the laws of its jurisdiction of organization, has all\npowers and all governmental licenses, authorizations, consents and\napprovals required to carry on its business as now conducted, except for\nthose the absence of which would not, individually or in the aggregate,\nreasonably be expected to have a Material Adverse Effect on Honeywell. For\npurposes of this Agreement, the word \"Subsidiary\" when used with respect to\nany Person means any other Person, whether incorporated or unincorporated,\nof which (i) more than fifty percent of the securities or other ownership\ninterests or (ii) securities or other interests having by their terms\nordinary voting power to elect more than fifty percent of the board of\ndirectors or others performing similar functions with respect to such\ncorporation or other organization, is directly owned or controlled by such\nPerson or by any one or more of its Subsidiaries. Each Subsidiary of\nHoneywell is duly qualified to do business and is in good standing in each\njurisdiction where the character of the property owned or leased by it or\nthe nature of its activities makes such qualification necessary, except for\nthose jurisdictions where failure to be so qualified would not,\nindividually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Honeywell.\n\n(b) Except for directors' qualifying shares and except as set forth in\nHoneywell's annual report on Form 10-K for the fiscal year ended December\n31, 1999, all of the outstanding capital stock of, or other ownership\ninterests in, each Significant Subsidiary (as such term is defined in rule\n12b-2 under the Exchange Act) of Honeywell is, directly or indirectly,\nowned by Honeywell. All shares of capital stock of, or other ownership\ninterests in, Subsidiaries of Honeywell, directly or indirectly, owned by\nHoneywell are owned free and clear of any Lien and free of any other\nlimitation or restriction (including any restriction on the right to vote,\nsell or otherwise dispose of such capital stock or other ownership\ninterests), except as would not, individually or in the aggregate,\nreasonably be expected to have a Material Adverse Effect on Honeywell.\nThere are no outstanding options, warrants or other rights to acquire from\nHoneywell or any of its Subsidiaries, and, except as may be required by\napplicable foreign corporate laws, no preemptive or similar rights,\nsubscriptions or other rights, convertible or exchangeable securities,\nagreements, arrangements or commitments of any character, relating to the\ncapital stock of any Subsidiary of Honeywell, obligating Honeywell or any\nof its Subsidiaries to issue, transfer or sell, any capital stock, voting\nsecurities or other ownership interests in, or any securities convertible\ninto or exchangeable for any capital stock, voting securities or ownership\ninterests in, any Subsidiary of Honeywell or obligating Honeywell or any\nSubsidiary of Honeywell to grant, extend or enter into any such option,\nwarrant, subscription or other right, convertible or exchangeable security,\nagreement, arrangement or commitment (each of the foregoing, a \"Honeywell\nSubsidiary Convertible Security\"). There are no outstanding obligations of\nHoneywell or any of its Subsidiaries to repurchase, redeem or otherwise\nacquire from any Person (other than Honeywell or a wholly owned Subsidiary\nof Honeywell) any outstanding shares of capital stock of any Subsidiary of\nHoneywell or any Honeywell Subsidiary Convertible Securities.\n\nSection 3.7    Commission Filings.\n\n(a) Honeywell has filed, or will file at or prior to the time due, all\nforms, reports and documents required to be filed by it with the Commission\nsince December 31, 1997. Honeywell has made available to Parent (i) its\nannual reports on Form 10-K for its fiscal years ended December 31, 1997,\n1998 and 1999, (ii) its quarterly reports on Form 10-Q for its fiscal\nquarters ended after December 31, 1999, (iii) its proxy or information\nstatements relating to meetings of, or actions taken without a meeting by,\nthe stockholders of Honeywell held since December 31, 1999, and (iv) all of\nits other reports, statements, schedules and registration statements filed\nwith the Commission since December 31, 1999 (the documents referred to in\nthis Section 3.7(a) being referred to collectively as the \"Honeywell\nCommission Documents\"). Honeywell's quarterly report on Form 10-Q for its\nfiscal quarter ended June 30, 2000 is referred to as the \"Honeywell 10-Q\".\nNo Subsidiary of Honeywell is required to file any form, report or other\ndocument with the Commission.\n\n(b) As of its filing date, each Honeywell Commission Document complied as\nto form in all material respects with the applicable requirements of the\nExchange Act and the Securities Act.\n\n(c) As of its filing date, each Honeywell Commission Document filed\npursuant to the Exchange Act did not contain any untrue statement of a\nmaterial fact or omit to state any material fact necessary in order to make\nthe statements made therein, in the light of the circumstances under which\nthey were made, not misleading.\n\n(d) Each registration statement, as amended or supplemented, if applicable,\nfiled by Honeywell pursuant to the Securities Act since December 31, 1997,\nas of the date such statement or amendment became effective did not contain\nany untrue statement of a material fact or omit to state any material fact\nrequired to be stated therein or necessary to make the statements therein\nnot misleading.\n\nSection 3.8    Financial Statements. The audited consolidated financial\nstatements and unaudited consolidated interim financial statements of\nHoneywell (including any related notes and schedules) included in its\nannual reports on Form 10-K and the quarterly reports on Form 10-Q referred\nto in Section 3.7 present fairly, in all material respects, the financial\nposition of Honeywell and its subsidiaries as of the dates thereof and\ntheir results of operations and cash flows for the periods then ended\n(subject to normal year-end adjustments and the absence of notes in the\ncase of any unaudited interim financial statements), in each case in\nconformity with GAAP applied on a consistent basis (except as may be\nindicated in the notes thereto). For purposes of this Agreement, \"Honeywell\nBalance Sheet\" means the consolidated balance sheet of Honeywell as of June\n30, 2000 set forth in the Honeywell 10-Q and \"Honeywell Balance Sheet Date\"\nmeans June 30, 2000.\n\nSection 3.9    Disclosure Documents. None of the information supplied or to be\nsupplied by Honeywell for inclusion or incorporation by reference in the\nProxy Statement\/Prospectus or in the Form S-4 or any amendment or\nsupplement thereto will, at the time the Proxy Statement\/Prospectus or any\nsuch supplement or amendment thereto is first mailed to the stockholders of\nHoneywell or at the time the stockholder vote on the Honeywell Stockholder\nApproval or at the time the Form S-4 or any such amendment or supplement\nbecomes effective under the Securities Act or at the Effective Time, as the\ncase may be, contain any untrue statement of a material fact or omit to\nstate a material fact necessary in order to make the statements therein, in\nlight of the circumstances under which they were made, not misleading. No\nrepresentation or warranty is made by Honeywell in this Section 3.9 with\nrespect to statements made or incorporated by reference therein based on\ninformation supplied by Parent or Merger Subsidiary for inclusion or\nincorporation by reference in the Proxy Statement\/Prospectus or the Form\nS-4. The Proxy Statement\/Prospectus will comply as to form in all material\nrespects with the requirements of the Exchange Act.\n\nSection 3.10   Absence of Certain Changes.\n\n(a) Since the Honeywell Balance Sheet Date there has not been any event,\noccurrence or development which would, individually or in the aggregate,\nreasonably be expected to have a Material Adverse Effect on Honeywell.\n\n(b) Since the Honeywell Balance Sheet Date and, prior to the date hereof,\nHoneywell and its Subsidiaries have conducted their respective businesses\nin the ordinary course, consistent with past practices, and there has not\nbeen:\n\n(i)               any declaration, setting aside or payment of any dividend\n         or other distribution with respect to any shares of capital stock\n         of Honeywell (other than regular quarterly cash dividends payable\n         by Honeywell in respect of the shares of Honeywell Common Stock\n         consistent with past practice), or any repurchase (other than\n         repurchases of Honeywell Common Stock which occurred subsequent to\n         the Honeywell Balance Sheet Date and prior to the date hereof),\n         redemption or other acquisition by Honeywell or any of its\n         Significant Subsidiaries of any outstanding shares of their\n         capital stock or any Honeywell Convertible Securities or Honeywell\n         Subsidiary Convertible Securities (except (x) in accordance with\n         any dividend reinvestment plan as in effect on the date of this\n         Agreement in the ordinary course of the operation of such plan\n         consistent with past practice and\/or (y) as otherwise permitted by\n         Section 5.1);\n\n(ii)              any amendment of any material term of any outstanding\n         security of Honeywell or any of its Significant Subsidiaries;\n\n(iii)             any transaction or commitment made, or any contract,\n         agreement or settlement entered into, by (or judgment, order or\n         decree affecting) Honeywell or any of its Subsidiaries relating to\n         its assets or business (including the acquisition or disposition\n         of any material amount of assets) or any relinquishment by\n         Honeywell or any of its Subsidiaries of any contract or other\n         right, in either case, material to Honeywell and its Subsidiaries\n         taken as a whole, other than transactions, commitments, contracts,\n         agreements or settlements (including without limitation\n         settlements of litigation and tax proceedings) in the ordinary\n         course of business consistent with past practice and those\n         contemplated by this Agreement;\n\n(iv)              any change in any method of accounting or accounting\n         practice by Honeywell or any of its Subsidiaries, except for any\n         such change which is not material or which is required by reason\n         of a concurrent change in GAAP; or\n\n(v)               any (A) grant of any severance or termination pay to (or\n         amendment to any such existing arrangement with) any director,\n         officer or employee of Honeywell or any of its Subsidiaries, (B)\n         entering into of any employment, deferred compensation,\n         supplemental retirement or other similar agreement (or any\n         amendment to any such existing agreement) with any director,\n         officer or employee of Honeywell or any of its Subsidiaries, (C)\n         increase in, or accelerated vesting and\/or payment of, benefits\n         under any existing severance or termination pay policies or\n         employment agreements or (D) increase in or enhancement of any\n         rights or features related to compensation, bonus or other\n         benefits payable to directors, officers or employees of Honeywell\n         or any of its Subsidiaries, in each case other than in the\n         ordinary course of business consistent with past practice or as\n         permitted by this Agreement.\n\nSection 3.11   No Undisclosed Material Liabilities. There are no liabilities\nof Honeywell or any Subsidiary of Honeywell of any kind whatsoever, whether\naccrued, contingent, absolute, determined, determinable or otherwise, other\nthan:\n\n(a) liabilities disclosed or provided for in the Honeywell Balance Sheet or\nin the notes thereto;\n\n(b) liabilities incurred since such date that would not, individually or in\nthe aggregate, reasonably be expected to have a Material Adverse Effect on\nHoneywell;\n\n(c) liabilities disclosed in Honeywell Commission Documents filed prior to\nthe date of this Agreement; and\n\n(d) liabilities under this Agreement.\n\nSection 3.12   Litigation. There is no action, suit, investigation or\nproceeding (an \"Action\") pending against, or to the knowledge of Honeywell\nthreatened against or affecting, Honeywell or any of its Subsidiaries or\nany of their respective properties or any of their respective officers or\ndirectors before any court or arbitrator or any governmental body, agency\nor official except as would not, individually or in the aggregate,\nreasonably be expected to have a Material Adverse Effect on Honeywell or\nprevent or materially delay the consummation of the Merger.\n\nSection 3.13   Taxes. Except as reserved for in the Honeywell Balance Sheet\n(including the notes thereto) or as would not, individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect on\nHoneywell, (i) all Honeywell Tax Returns required to be filed with any\ntaxing authority by, or with respect to, Honeywell and its Subsidiaries\nhave been filed in accordance with all applicable laws; (ii) Honeywell and\nits Subsidiaries have timely paid all Taxes shown as due and payable on\nHoneywell Tax Returns that have been so filed, and, as of the time of\nfiling, Honeywell Tax Returns correctly reflected the facts regarding the\nincome, business, assets, operations, activities and the status of\nHoneywell and its Subsidiaries (other than Taxes which are being contested\nin good faith and for which adequate reserves are reflected on the\nHoneywell Balance Sheet); (iii) Honeywell and its Subsidiaries have made\nprovision for all Taxes payable by Honeywell and its Subsidiaries for which\nno Honeywell Tax Return has yet been filed; (iv) the charges, accruals and\nreserves for Taxes with respect to Honeywell and its Subsidiaries reflected\non the Honeywell Balance Sheet are adequate under GAAP to cover the Tax\nliabilities accruing through the date thereof; (v) there is no action,\nsuit, proceeding, audit or claim now proposed or pending against or with\nrespect to Honeywell or any of its Subsidiaries in respect of any Tax where\nthere is a reasonable possibility of an adverse determination; and (vi)\nneither Honeywell nor any of its Subsidiaries is liable for any Tax imposed\non any entity other than such Person, except as the result of the\napplication of Treas. Reg. Sections 1.1502-6 (and any comparable provision\nof the tax laws of any state, local or foreign jurisdiction) to the\naffiliated group of which Honeywell is the common parent. For purposes of\nthis Agreement, \"Taxes\" shall mean any and all taxes, charges, fees, levies\nor other assessments, including, without limitation, all net income, gross\nincome, gross receipts, excise, stamp, real or personal property, ad\nvalorem, withholding, social security (or similar), unemployment,\noccupation, use, production, service, service use, license, net worth,\npayroll, franchise, severance, transfer, recording, employment, premium,\nwindfall profits, environmental (including taxes under Section 59A of the\nCode), customs duties, capital stock, profits, disability, sales,\nregistration, value added, alternative or add-on minimum, estimated or\nother taxes, assessments or charges imposed by any federal, state, local or\nforeign governmental entity and any interest, penalties, or additions to\ntax attributable thereto. For purposes of this Agreement, \"Tax Returns\"\nshall mean any return, report, form or similar statement required to be\nfiled with respect to any Tax (including any attached schedules),\nincluding, without limitation, any information return, claim for refund,\namended return or declaration of estimated Tax.\n\nSection 3.14   Employee Benefit Plans.\n\n(a) For purposes of this Agreement, the term \"Honeywell Employee Plans\"\nshall mean and include: each material management, consulting, non-compete,\nemployment, severance or similar contract, plan, including, without\nlimitation, all Honeywell Stock Plans, arrangement or policy applicable to\nany director, former director, employee or former employee of Honeywell and\neach material plan, program, policy, agreement or arrangement (written or\noral), providing for compensation, bonuses, profit-sharing, stock option or\nother stock-related rights or other forms of incentive or deferred\ncompensation, vacation benefits, insurance coverage (including any\nself-insured arrangements), health or medical benefits, disability\nbenefits, workers' compensation, supplemental unemployment benefits,\nseverance benefits and post-employment or retirement benefits (including\ncompensation, pension, health, medical or life insurance benefits) or other\nemployee benefits of any kind, whether funded or unfunded, which is\nmaintained, administered or contributed to by Honeywell or any Subsidiary\nand covers any employee or director or former employee or director of\nHoneywell or any Subsidiary, or under which Honeywell has any liability\ncontingent or otherwise (including but not limited to each material\n\"employee benefit plan,\" as defined in Section 3(3) of the Employee\nRetirement Income Security Act of 1974, as amended (\"ERISA\"), but excluding\nany such plan that is a \"multiemployer plan,\" as defined in Section 3(37)\nof ERISA).\n\n                  Honeywell agrees to deliver to Parent a list of each\nHoneywell Employee Plan maintained in the United States by Honeywell, by\nDecember 31, 2000. Honeywell does not have any express or implied\ncommitment with respect to arrangements in the United States (i) to create,\nor incur any material liability with respect to or cause to exist any other\nmaterial employee benefit plan, program or arrangement, (ii) to enter into\nany material contract or agreement to provide compensation or benefits to\nany officer or director or (iii) to modify, change or terminate any\nmaterial plan in any material respect, other than with respect to a\nmodification, change or termination required by ERISA or the Code.\n\n(b) Each Honeywell Employee Plan has been established and maintained in\ncompliance with its terms and with the requirements (including funding\nrequirements) prescribed by any and all statutes, orders, rules and\nregulations (including but not limited to ERISA and the Code) which are\napplicable to such Plan, except where failure to so comply would not,\nindividually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Honeywell.\n\n(c) Except as would not, individually or in the aggregate, reasonably be\nexpected to have a Material Adverse Effect on Honeywell, (i) neither\nHoneywell nor any affiliate of Honeywell has incurred a liability under\nTitle IV of ERISA that has not been satisfied in full, and no condition\nexists that presents a material risk to Honeywell or any affiliate of\nHoneywell of incurring any such liability other than liability for premiums\ndue the Pension Benefit Guaranty Corporation (which premiums have been paid\nwhen due), (ii) all contributions required to be made under the terms of\nany Honeywell Employee Plan have been made, and, (iii) where applicable to\na Honeywell Employee Plan, Honeywell and its affiliates have complied with\nthe minimum funding requirements under Section 412 of the Code and Section\n302 of ERISA with respect to each such Honeywell Employee Plan.\n\n(d) Except as would not, individually or in the aggregate, reasonably be\nexpected to have a Material Adverse Effect on Honeywell, each Honeywell\nEmployee Plan which is intended to be qualified under Section 401(a) of the\nCode is so qualified and has been so qualified during the period from its\nadoption to date, and each trust forming a part thereof is exempt from\nfederal income tax pursuant to section 501(a) of the Code and, to\nHoneywell's knowledge, no circumstances exist which will adversely affect\nsuch qualification or exemption.\n\n(e) No Honeywell Employee Plan provides that any director or officer or\nother employee of Honeywell or any of its Subsidiaries will become entitled\nto any retirement, severance or similar benefit or enhanced or accelerated\nbenefit (including any acceleration of vesting or lapse of repurchase\nrights or obligations with respect to any Honeywell Stock Plans or other\nbenefit under any compensation plan or arrangement of Honeywell) solely as\na result of the transactions contemplated hereby (or as a result of any\ntermination of employment in connection with the transactions contemplated\nhereby).\n\n(f) Since the Honeywell Balance Sheet Date, there has been no amendment to,\nor change in employee participation or coverage under, any Honeywell\nEmployee Plan which would increase materially the expense of maintaining\nsuch Honeywell Employee Plan above the level of the expense incurred in\nrespect thereof for the 12 months ended on the Honeywell Balance Sheet\nDate.\n\n(g) Honeywell and its Subsidiaries are in compliance with all applicable\nfederal, state, local and foreign statutes, laws (including without\nlimitation, common law), judicial decisions, regulations, ordinances,\nrules, judgments, orders and codes respecting employment, employment\npractices, labor, terms and conditions of employment and wages and hours,\nand no work stoppage or labor strike against Honeywell and its Subsidiaries\nare pending or threatened, nor are Honeywell and its Subsidiaries involved\nin or threatened with any labor dispute, grievance, or litigation relating\nto labor matters involving any employees, in each case except as would not,\nindividually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Honeywell. There are no suits, actions, disputes, claims\n(other than routine claims for benefits), investigations or audits pending\nor, to the knowledge of Honeywell, threatened relating to discrimination in\nemployment or employment practices or in connection with any Honeywell\nEmployee Plan, but excluding any of the foregoing which would not,\nindividually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Honeywell.\n\n(h) The execution of this Agreement shall not constitute an event causing\nHoneywell to fund any \"rabbi\" or similar trust.\n\n(i) No material employee benefit plan contributed to by Honeywell or its\nSubsidiaries is a multiemployer plan within the meaning of Section 3(37) or\n4001(a)(3) of ERISA.\n\n(j) Except as would not, individually or in the aggregate, reasonably be\nexpected to have a Material Adverse Effect on Honeywell with respect to\neach Honeywell Employee Plan that is not subject to United States law (a\n\"Foreign Benefit Plan\"), (i) all employer and employee contributions to\neach Foreign Benefit Plan required by Law or by the terms of such Foreign\nBenefit Plan have been made or, if applicable, accrued in accordance with\nnormal accounting practices, (ii) the fair market value of the assets of\neach funded Foreign Benefit Plan, the liability of each insurer for any\nForeign Benefit Plan funded through insurance or the book reserve\nestablished for any Foreign Benefit Plan, together with any accrued\ncontributions, is sufficient to procure or provide for the benefit\nobligations, as of the date of this Agreement, with respect to all current\nand former participants in such plan according to the reasonable actuarial\nassumptions and valuations most recently used to determine employer\ncontributions to such Foreign Benefit Plan and no transaction contemplated\nby this Agreement shall cause such assets or insurance to be less than such\nbenefit obligations, and (iii) each Foreign Benefit Plan required to be\nregistered has been registered and has been maintained in good standing\nwith applicable regulatory authorities.\n\nSection 3.15   Compliance with Laws.\n\n(a) Honeywell and its Subsidiaries have, since January 1, 1998 conducted\ntheir business and operations in compliance with all applicable provisions\nof any laws, statutes, ordinances or regulations, except for any failures\nto be in compliance that, individually or in the aggregate, would not\nreasonably be expected to have a Material Adverse Effect on Honeywell.\n\n(b) Neither Honeywell nor any of its Subsidiaries has failed to obtain any\nlicenses, permits, franchises or other governmental authorizations\nnecessary to the ownership of its properties or to the conduct of its\nbusiness, which failure would, individually, or in the aggregate,\nreasonably be excepted to have a Material Adverse Effect on Honeywell, and,\nafter giving effect to the transactions contemplated hereby, all such\nlicenses, permits, franchises and other governmental authorizations will\ncontinue to be valid and in full force and effect, except where the failure\nto be valid and in full force and effect would not have a Material Adverse\nEffect on Honeywell.\n\nSection 3.16   Finders' or Advisors' Fees. Except for Bear, Stearns &amp; Co.\nInc., a copy of whose engagement agreement has been previously provided to\nParent, there is no investment banker, broker, finder or other intermediary\nwhich has been retained by or is authorized to act on behalf of Honeywell\nor any of its Subsidiaries who might be entitled to any fee or commission\nin connection with the transactions contemplated by this Agreement.\n\nSection 3.17   Environmental Matters.\n\n(a) Except for matters which, individually or in the aggregate, would not\nreasonably be expected to have a Material Adverse Effect on Honeywell, (i)\nno written notice, notification, demand, request for information, citation,\nsummons, complaint or order has been received by, and no investigation,\naction, claim, suit, proceeding or review is pending or, to the knowledge\nof Honeywell or any of its Subsidiaries, threatened by any Person against,\nHoneywell or any of its Subsidiaries, and no penalty has been assessed\nwithin the past three years against Honeywell or any of its Subsidiaries,\nin each case with respect to any matters relating to or arising out of any\nEnvironmental Law; (ii) Honeywell and its Subsidiaries are in compliance\nwith all Environmental Laws; and (iii) there are no liabilities of or\nrelating to Honeywell or any of its Subsidiaries relating to or arising out\nof any Environmental Law and there is no existing condition, situation or\nset of circumstances which would reasonably be expected to result in such a\nliability.\n\n(b) For purposes of this Section 3.17 and Section 4.17, the term\n\"Environmental Laws\" means federal, state, local and foreign statutes,\nlaws, judicial decisions, regulations, ordinances, rules, judgments,\norders, codes, injunctions, permits and governmental agreements relating to\nhuman health and the environment, including, but not limited to, Hazardous\nMaterials; and the term \"Hazardous Material\" means all substances or\nmaterials regulated as hazardous, toxic, explosive, dangerous, flammable or\nradioactive under any Environmental Law including, but not limited to: (i)\npetroleum, asbestos, or polychlorinated biphenyls and (ii) in the United\nStates, all substances defined as Hazardous Substances, Oils, Pollutants or\nContaminants in the National Oil and Hazardous Substances Pollution\nContingency Plan, 40 C.F.R. ss. 300.5.\n\nSection 3.18   Opinion of Financial Advisor. Honeywell has received the\nopinion of Bear, Stearns &amp; Co. Inc., to the effect that, as of the date of\nits opinion, the Exchange Ratio is fair from a financial point of view to\nthe holders of shares of Honeywell Common Stock.\n\nSection 3.19   Pooling; Tax Treatment.\n\n(a) Honeywell intends that the Merger be accounted for under the \"pooling\nof interests\" method under the requirements of Opinion No. 16 (Business\nCombinations) of the Accounting Principles Board of the American Institute\nof Certified Public Accountants and the rules and regulations of the SEC.\n\n(b) Neither Honeywell nor any of its affiliates has taken or agreed to take\nany action or is aware of any fact or circumstance with respect to\nHoneywell or its affiliates that would prevent (i) the Merger from\nqualifying (A) for \"pooling of interests\" accounting treatment as described\nin (a) above or (B) as a reorganization within the meaning of Section\n368(a) of the Code and (ii) the merger between Honeywell and AlliedSignal\nInc. consummated on December 1, 1999 (the \"Allied Merger\") from qualifying\nfor \"pooling of interests\" accounting treatment as described in (a) above.\n\nSection 3.20 Takeover Statutes. The Board of Directors of Honeywell has\ntaken the necessary action to render Section 203 of the Delaware Law, and\nany other potentially applicable anti-takeover or similar statute or\nregulation, inapplicable to this Agreement and the Option Agreement and the\ntransactions contemplated hereby and thereby.\n\nSection 3.21   Intellectual Property Matters.\n\n(a) Honeywell and its Subsidiaries own, free and clear of all Liens, or\nhave the right to use pursuant to valid license, sublicense, agreement or\npermission all items of Intellectual Property necessary for their\noperations as presently conducted or as contemplated to be conducted,\nexcept where the failure to have such rights, individually or in the\naggregate, would not be reasonably be expected to have a Material Adverse\nEffect on Honeywell. The conduct of Honeywell's and its Subsidiaries'\nbusinesses as currently conducted or contemplated to be conducted does not\ninterfere, infringe, misappropriate or violate any of the Intellectual\nProperty rights of any third party, except for interferences,\ninfringements, misappropriations and violations which, individually or in\nthe aggregate, would not be reasonably expected to have a Material Adverse\nEffect on Honeywell. To Honeywell's knowledge, no third party has\ninterfered with, infringed upon, misappropriated, diluted, violated or\notherwise come into conflict with any Intellectual Property rights of\nHoneywell or any of its Subsidiaries, except for misappropriations and\nviolations which, individually or in the aggregate, would not be reasonably\nexpected to have a Material Adverse Effect on Honeywell.\n\n(b) The term \"Intellectual Property\" as used in this Agreement means,\ncollectively, patents, trademarks, service marks, trade dress, logos, trade\nnames, Internet domain names, designs, slogans and general intangibles of\nlike nature, copyrights and all registrations, applications, reissuances,\ncontinuations, continuations-in-part, revisions, extensions, reexaminations\nand associated good will with respect to each of the foregoing, computer\nsoftware (including source and object codes), computer programs, computer\ndata bases and related documentation and materials, data, documentation,\ntechnology, trade secrets, confidential business information (including\nideas, formulae, algorithms, models, methodologies, compositions, know-how,\nmanufacturing and production processes and techniques, research and\ndevelopment information, drawings, designs, plans, proposals and technical\ndata, financial, marketing and business data and pricing and cost\ninformation) and other intellectual property rights (in whatever form or\nmedium).\n\n                                ARTICLE IV\n\n                  REPRESENTATIONS AND WARRANTIES OF PARENT\n\n                  Parent represents and warrants to Honeywell that, except\nas set forth in the disclosure schedules delivered by Parent to Honeywell\nsimultaneously with the execution of this Agreement (the \"Parent Disclosure\nSchedule\") or the Parent Commission Documents filed prior to the date of\nthis Agreement; it being understood that any matter set forth in any\nsection of the Parent Disclosure Schedule or in the Parent Commission\nDocuments shall be deemed disclosed with respect to such section of this\nArticle IV to which such matter logically relates, so long as the\ndescription of such matter contains sufficient facts to provide reasonable\nnotice of the relevance of such matter.\n\nSection 4.1    Corporate Existence and Power. Parent is and prior to the\nEffective Time, Merger Subsidiary will be, a corporation duly incorporated,\nvalidly existing and in good standing under the laws of its jurisdiction of\nincorporation and has all corporate powers and all governmental licenses,\nauthorizations, consents and approvals required to carry on its business as\nnow conducted, except for those the absence of which would not,\nindividually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Parent. Parent is duly qualified to do business as a\nforeign corporation and is in good standing in each jurisdiction where the\ncharacter of the property owned or leased by it or the nature of its\nactivities makes such qualification necessary, except for those\njurisdictions where the failure to be so qualified would not, individually\nor in the aggregate, reasonably be expected to have a Material Adverse\nEffect on Parent. From and after the date of its incorporation, Merger\nSubsidiary will not engage in any activities other than in connection with\nor as contemplated by this Agreement. Parent has heretofore made available\nto Honeywell true and complete copies of Parent's certificate of\nincorporation and by-laws as currently in effect and, promptly after the\nincorporation of Merger Subsidiary, will make available to Honeywell the\nCertificate of Incorporation and by-laws of Merger Subsidiary. As of the\ndate hereof, neither Parent nor any of its Subsidiaries owns any shares of\nHoneywell Common Stock.\n\nSection 4.2    Corporate Authorization.\n\n(a) The execution, delivery and performance by Parent of this Agreement and\nthe Option Agreement, and the consummation by Parent and Merger Subsidiary\nof the transactions contemplated hereby and thereby are within the\ncorporate powers of Parent and will be within the corporate powers of\nMerger Subsidiary prior to the Effective Time, and have been duly\nauthorized by all necessary corporate action of Parent and will have been\nduly authorized by all necessary corporate action of Merger Subsidiary\nprior to the Effective Time. Assuming due authorization, execution and\ndelivery of this Agreement and the Option Agreement by Honeywell, this\nAgreement constitutes a valid and binding agreement of each of Parent and\nMerger Subsidiary and the Option Agreement constitutes a valid and binding\nagreement of Parent, in each case enforceable against such party in\naccordance with its terms, subject to bankruptcy, insolvency, fraudulent\ntransfer, reorganization, moratorium and similar laws of general\napplicability relating to or affecting creditors' rights and to general\nequity principles. The shares of Parent Common Stock issued pursuant to the\nMerger, when issued in accordance with the terms hereof, will be duly\nauthorized, validly issued, fully paid and nonassessable and not subject to\npreemptive rights.\n\n(b) Parent's Board of Directors, at a meeting duly called and held, has (i)\ndetermined that this Agreement and the Option Agreement and the\ntransactions contemplated hereby and thereby (including the Merger) are\nfair to and in the best interests of Parent's stockholders and (ii)\napproved this Agreement and the Option Agreement and the transactions\ncontemplated hereby and thereby.\n\nSection 4.3    Governmental Authorization. The execution, delivery and\nperformance by Parent of this Agreement and by Parent of the Option\nAgreement, and the consummation by Parent and Merger Subsidiary of the\ntransactions contemplated hereby and thereby require no action by or in\nrespect of, or filing with, any governmental body, agency, official or\nauthority other than (a) the filing of a certificate of merger in\nconnection with the Merger and a certificate of merger in connection with\nthe merger contemplated by Section 2.1, in each case in accordance with\nDelaware Law, (b) compliance with any applicable requirements of the HSR\nAct, (c) compliance with any applicable requirements of the EC Merger\nRegulation, (d) compliance with any applicable requirements under the\nCompetition Act of Canada, (e) compliance with any other applicable\nrequirements of foreign anti-trust, competition, trade regulation or\ninvestments laws, (f) compliance with any applicable environmental transfer\nstatutes, (g) compliance with any applicable requirements of the Exchange\nAct, (h) compliance with any applicable requirements of the Securities Act,\nand (i) other actions or filings which if not taken or made would not,\nindividually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Parent or prevent or materially delay Parent's and\/or\nMerger Subsidiary's consummation of the Merger.\n\nSection 4.4    Non-Contravention. The execution, delivery and performance by\nParent of this Agreement and by Parent of the Option Agreement and the\nconsummation by Parent and Merger Subsidiary of the transactions\ncontemplated hereby and thereby do not and will not (a) contravene or\nconflict with the certificate of incorporation or by-laws of Parent or\nMerger Subsidiary, (b) assuming compliance with the matters referred to in\nSection 4.3, contravene or conflict with or constitute a violation of any\nprovision of any law, regulation, judgment, injunction, order or decree\nbinding upon or applicable to Parent or any of its Subsidiaries, (c)\nconstitute a default under or give rise to any right of termination,\ncancellation or acceleration of any right or obligation of Parent or any of\nits Subsidiaries or to a loss of any benefit to which Parent or any of its\nSubsidiaries is entitled under any provision of any agreement, contract,\nlease or other instrument binding upon Parent or any of its Subsidiaries or\nany license, franchise, permit or other similar authorization held by\nParent or any of its Subsidiaries or (d) result in the creation or\nimposition of any Lien on any asset of Parent or any of its Subsidiaries,\nexcept for such contraventions, conflicts or violations referred to in\nclause (b) or defaults, rights of termination, cancellation or\nacceleration, or losses or Liens referred to in clause (c) or (d) that\nwould not, individually or in the aggregate, reasonably be expected to\nprevent or materially delay the consummation of the Merger.\n\nSection 4.5    Capitalization. The authorized capital stock of Parent consists\nof 13,200,000,000 shares of Parent Common Stock and 50,000,000 shares of\npreferred stock, par value $1.00 per share. As of the close of business on\nJune 30, 2000, there were outstanding 9,898,772,000 shares of Parent Common\nStock and no other shares of capital stock or other voting securities of\nParent were outstanding. All outstanding shares of capital stock of Parent\nhave been duly authorized and validly issued and are fully paid and\nnonassessable. Except for (a) employee or director stock options to acquire\nno more than 343,000,000 shares of Parent Common Stock and (b) shares of\nParent Common Stock to be issued in connection with the Merger, as of the\nclose of business on September 30, 2000, there were no outstanding options,\nwarrants or other rights to acquire from Parent, and no preemptive or\nsimilar rights, subscription or other rights, convertible or exchangeable\nsecurities, agreements, arrangements, or commitments of any character,\nrelating to the capital stock of Parent, obligating Parent to issue,\ntransfer or sell any capital stock, voting securities or securities\nconvertible into or exchangeable for capital stock or voting securities of\nParent or obligating Parent to grant, extend or enter into any such option,\nwarrant, subscription or other right, convertible or exchangeable security,\nagreement, arrangement or commitment (each of the foregoing, a \"Parent\nConvertible Security\"). Since the close of business on June 30, 2000\nthrough the date hereof, Parent has not issued any shares of capital stock\nor Parent Convertible Securities, other than in connection with the\nexercise of employee stock options and\/or in the ordinary course of\nbusiness. Except as required by the terms of any employee or director stock\noptions or employee stock ownership plan and\/or as may be entered into in\nthe ordinary course of business, there are no outstanding obligations of\nParent or any of its Subsidiaries to repurchase, redeem or otherwise\nacquire any shares of capital stock of Parent and of any Parent Convertible\nSecurities.\n\nSection 4.6     Commission Filings.\n\n(a) Parent has filed, or will file at or prior to the time due, all forms,\nreports and documents required to be filed by it with the Commission since\nDecember 31, 1997. Parent has made available to Honeywell (i) its annual\nreports on Form 10-K for its fiscal years ended December 31, 1997, 1998 and\n1999, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended\nafter December 31, 1999, (iii) its proxy or information statements relating\nto meetings, of, or actions taken without a meeting by, the stockholders of\nParent held since December 31, 1999, and (iv) all of its other reports,\nstatements, schedules and registration statements filed with the Commission\nsince December 31, 1999 (the documents referred to in this Section 4.7(a)\nbeing referred to collectively as the \"Parent Commission Documents\").\nParent's quarterly report on Form 10-Q for its fiscal quarter ended June\n30, 2000 is referred to as the \"Parent 10-Q\".\n\n(b) As of its filing date, each Parent Commission Document complied as to\nform in all material respects with the applicable requirements of the\nExchange Act and the Securities Act.\n\n(c) As of its filing date, each Parent Commission Document filed pursuant\nto the Exchange Act did not contain any untrue statement of a material fact\nor omit to state any material fact necessary in order to make the\nstatements made therein, in the light of the circumstances under which they\nwere made, not misleading.\n\n(d) Each registration statement, as amended or supplemented, if applicable,\nfiled by Parent pursuant to the Securities Act since December 31, 1997, as\nof the date such statement or amendment became effective did not contain\nany untrue statement of a material fact or omit to state any material fact\nrequired to be stated therein or necessary to make the statements therein\nnot misleading.\n\nSection 4.7    Financial Statements. The audited consolidated financial\nstatements and unaudited consolidated interim financial statements of\nParent (including any related notes and schedules) included in the annual\nreports on Form 10-K and the quarterly reports on Form 10-Q referred to in\nSection 4.6 present fairly, in all material respects, the financial\nposition of Parent and its subsidiaries as of the dates thereof and their\nresults of operations and cash flows for the periods then ended (subject to\nnormal year-end adjustments and the absence of notes in the case of any\nunaudited interim financial statements), in each case in conformity with\nGAAP applied on a consistent basis (except as may be indicated in the notes\nthereto). For purposes of this Agreement, \"Parent Balance Sheet\" means the\nconsolidated balance sheet of Parent as of December 31, 1999 set forth in\nthe Parent 10-K and \"Parent Balance Sheet Date\" means December 31, 1999.\n\nSection 4.8    Disclosure Documents. Neither the Proxy Statement\/Prospectus\nnor any amendment or supplement thereto, will, at the date the Proxy\nStatement\/Prospectus or any such amendment or supplement is first mailed to\nstockholders of Honeywell or at the time the stockholders vote on the\nHoneywell Stockholder Approval, contain any untrue statement of a material\nfact or omit to state any material fact necessary in order to make the\nstatements therein, in light of the circumstances under which they were\nmade, not misleading. Neither the Form S-4 nor any amendment or supplement\nthereto will at the time it becomes effective under the Securities Act or\nat the Effective Time contain any untrue statement of a material fact or\nomit to state a material fact required to be stated therein or necessary to\nmake the statements therein not misleading. No representation or warranty\nis made by Parent in this Section 4.9 with respect to statements made or\nincorporated by reference therein based on information supplied by\nHoneywell for inclusion or incorporation by reference in the Proxy\nStatement\/Prospectus or the Form S-4. The Form S-4 and the Proxy\nStatement\/Prospectus will comply as to form in all material respects with\nthe requirements of the Exchange Act.\n\nSection 4.9     Absence of Certain Changes. Since the Parent Balance Sheet\nDate, there has not been any event, occurrence or development which would,\nindividually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Parent.\n\nSection 4.10    No Undisclosed Material Liabilities. There are no liabilities\nof Parent or any Subsidiary of Parent of any kind whatsoever, whether\naccrued, contingent, absolute, determined, determinable or otherwise, other\nthan:\n\n(a) liabilities disclosed or provided for in the Parent Balance Sheet or in\nthe notes thereto;\n\n(b) other liabilities incurred since such date that would not reasonably be\nexpected, individually or in the aggregate, to have a Material Adverse\nEffect on Parent;\n\n(c) liabilities disclosed in the Parent Commission Documents filed prior to\nthe date of this Agreement; and\n\n(d) liabilities under this Agreement.\n\nSection 4.11   Litigation. There is no Action pending against, or to the\nknowledge of Parent threatened against or affecting, Parent or any of its\nSubsidiaries or any of their respective properties or any of their\nrespective officers or directors before any court or arbitrator or any\ngovernmental body, agency or official except as would not reasonably be\nexpected to prevent or materially delay the consummation of the Merger.\n\nSection 4.12   Finders' or Advisors' Fees. Except for Chase Securities Inc.,\nwhose fees will be provided by Parent, there is no investment banker,\nbroker, finder or other intermediary which has been retained by or is\nauthorized to act on behalf of Parent or any of its Subsidiaries who might\nbe entitled to any fee or commission in connection with the transactions\ncontemplated by this Agreement.\n\nSection 4.13   Pooling; Tax Treatment.\n\n(a) Parent intends that the Merger be accounted for as a \"pooling of\ninterests\" as described in Section 3.19(a).\n\n(b) Neither Parent nor any of its affiliates has taken or agreed to take\nany action or is aware of any fact or circumstance with respect to Parent\nor its affiliates that would prevent the Merger from qualifying (i) for\n\"pooling of interests\" accounting treatment as described in Section 3.19(a)\nor (ii) as a reorganization within the meaning of Section 368(a) of the\nCode.\n\n                                 ARTICLE V\n\n                           COVENANTS OF HONEYWELL\n\nHoneywell agrees that:\n\nSection 5.1    Conduct of Honeywell. From the date of this Agreement until the\nEffective Time, Honeywell and its Subsidiaries shall, subject to the last\nsentence of this Section 5.1, conduct their business in the ordinary course\nconsistent with past practice and shall use their reasonable best efforts\nto preserve intact their business organizations and relationships with\nthird parties. Without limiting the generality of the foregoing and subject\nto the last sentence of this Section 5.1, and except as set forth in\nSection 5.1 of the Honeywell Disclosure Schedules or as contemplated by\nthis Agreement or the Option Agreement, without the prior written consent\nof Parent (which shall not be unreasonably withheld), from the date of this\nAgreement until the Effective Time:\n\n(a) Honeywell will not, and will not permit any of its Subsidiaries to,\nadopt or propose any change in its certificate of incorporation or by-laws;\n\n(b) Honeywell will not, and will not permit any Subsidiary of Honeywell to,\nadopt a plan or agreement of complete or partial liquidation, dissolution,\nmerger, consolidation, restructuring, recapitalization or other\nreorganization of Honeywell or any of its Subsidiaries (other than\ntransactions between direct and\/or indirect wholly owned Subsidiaries of\nHoneywell);\n\n(c) Honeywell will not, and will not permit any Subsidiary of Honeywell to,\nissue, sell, transfer, pledge, dispose of or encumber any shares of, or\nsecurities convertible into or exchangeable for, or options, warrants,\ncalls, commitments or rights of any kind to acquire, any shares of capital\nstock of any class or series of Honeywell or its any of its Subsidiaries\nother than (i) issuances of Honeywell Common Stock pursuant to the exercise\nof Honeywell Stock Options that are outstanding on the date of this\nAgreement and (ii) pursuant to the terms of the Honeywell Dividend\nReinvestment Plan as in effect as of the date hereof;\n\n(d) Honeywell will not (i) split, combine, subdivide or reclassify its\noutstanding shares of capital stock, or (ii) declare, set aside or pay any\ndividend or other distribution payable in cash, stock or property with\nrespect to its capital stock other than, subject to Sections 7.4 and 7.9,\nregular quarterly cash dividends not in excess of $0.1875 per quarter\npayable by Honeywell in respect of shares of Honeywell Stock consistent\nwith past practice;\n\n(e) Honeywell will not, and will not permit any Subsidiary of Honeywell to,\nredeem, purchase or otherwise acquire directly or indirectly any of\nHoneywell's capital stock, Honeywell Convertible Securities or Honeywell\nSubsidiary Convertible Securities, except for repurchases, redemptions or\nacquisitions (x) required by or in connection with the terms of any\nHoneywell Stock Plan or (y) in accordance with any dividend reinvestment\nplan as in effect on the date of this Agreement in the ordinary course of\nthe operations of such plan consistent with past practice and, in the case\nof each of (x) and (y) above, only to the extent consistent with Section\n7.4;\n\n(f) Honeywell will not amend the terms (including the terms relating to\naccelerating the vesting or lapse of repurchase rights or obligations) of\nany employee or director stock options or other stock based awards;\n\n(g) Honeywell will not, and will not permit any Subsidiary of Honeywell to,\n(i) grant any severance or termination pay to (or amend any such existing\narrangement with) any director, officer or employee of Honeywell or any of\nits Subsidiaries, (ii) enter into any employment, deferred compensation or\nother similar agreement (or any amendment to any such existing agreement)\nwith any director, officer or employee of Honeywell or any of its\nSubsidiaries, (iii) materially increase any benefits payable under any\nexisting severance or termination pay policies or employment agreements,\n(iv) materially increase any compensation, bonus or other benefits payable\nto directors, officers or employees of Honeywell or any of its Subsidiaries\nor (v) permit any director, officer or employee who is not already a party\nto an agreement or a participant in a plan providing benefits upon or\nfollowing a \"change of control\" to become a party to any such agreement or\na participant in any such plan, other than pursuant to a pre-existing\ncontractual commitment, as required by applicable law, or in the ordinary\ncourse of business consistent with past practice but subject to Sections\n7.4 and 7.9;\n\n(h) Honeywell will not, and will not permit any of its Subsidiaries to (i)\nacquire a material amount of assets or property of any other Person except\nin the ordinary course of business consistent with past practice or (ii)\nincur any additional incremental indebtedness in excess of $1.5 billion, in\nthe aggregate;\n\n(i) other than as contemplated by Section 7.1, Honeywell will not, and will\nnot permit any of its Subsidiaries to, sell, lease, license or otherwise\ndispose of any material amount of assets or property except pursuant to\nexisting contracts or commitments and except in the ordinary course of\nbusiness consistent with past practice;\n\n(j) except for any such change which is not material or which is required\nby reason of a concurrent change in GAAP, Honeywell will not, and will not\npermit any Subsidiary of Honeywell to, change any method of accounting or\naccounting practice used by it;\n\n(k) Honeywell will not, and will not permit any Subsidiary of Honeywell to,\nenter into any material joint venture, partnership or other similar\narrangement;\n\n(l) Honeywell will not, and will not permit any of its Subsidiaries to,\ntake any action that would make any representation or warranty of Honeywell\nhereunder inaccurate in any material respect at, or as of any time prior\nto, the Effective Time;\n\n(m) Honeywell will not settle or compromise any material Action for an\namount in excess of $100 million or enter into any consent decree,\ninjunction or similar restraint or form of equitable relief in settlement\nof any Action, except for such consent decrees, injunctions or restraints\nwhich would not individually or in the aggregate adversely affect the\nbusinesses or operations of Honeywell, Parent or the combined entity at or\nafter the Effective Time in any material respect;\n\n(n) take any action to exempt or make any person, entity or action (other\nthan Parent) not subject to the provision of Section 203 of the Delaware\nLaw or any other potentially applicable anti-takeover or similar statute or\nregulation; and\n\n(o) Honeywell will not, and will not permit any of its Subsidiaries to,\nmake any election with respect to Taxes or settle any material claim with\nrespect to Taxes which, in each case, would have a Material Adverse Effect\non Honeywell.\n\n(p) Honeywell will not, and will not permit any of its Subsidiaries to,\nagree or commit to do any of the foregoing.\n\nFor purposes of this Section 5.1 acquisitions of property, assets or any\nbusiness involving the payment of consideration in an amount in excess of\n$500 million, in the aggregate, and sales, transactions or dispositions of\nassets or property by Honeywell and its Subsidiaries having a fair market\nvalue in excess of $500 million, in the aggregate, shall be deemed to be\nmaterial.\n\nSection 5.2    Honeywell Stockholder Meeting.\n\n(a) Honeywell shall cause a meeting of its stockholders (the \"Honeywell\nStockholder Meeting\") to be duly called and noticed for the purpose of\nobtaining the Honeywell Stockholder Approval. In connection with the\nHoneywell Stockholder Meeting, Honeywell (x) will mail to its stockholders\nas promptly as practicable, the Proxy Statement\/Prospectus and all other\nproxy materials for the Honeywell Stockholder Meeting, (y) will use its\nreasonable best efforts, subject to paragraph (b) of this Section 5.2, to\nobtain the Honeywell Stockholder Approval and (z) will otherwise comply\nwith all legal requirements applicable to the Honeywell Stockholder\nMeeting.\n\n(b) Except as provided in the next sentence, the Board of Directors of\nHoneywell shall recommend approval and adoption of this Agreement and the\nMerger by Honeywell's stockholders. The Board of Directors of Honeywell\nshall be permitted (i) not to recommend to Honeywell's stockholders that\nthey give the Honeywell Stockholder Approval or (ii) to withdraw or modify\nin a manner adverse to Parent its recommendation to Honeywell's\nstockholders that they give the Honeywell Stockholder Approval, only (w) if\nafter receiving an Acquisition Proposal that constitutes a Superior\nProposal, the Board of Directors of Honeywell determines in its good faith\njudgment, after receiving the advice of outside legal counsel, that, in\nlight of this Superior Proposal, there is a reasonable probability that the\nBoard of Directors would be in violation of its fiduciary duties under\napplicable law if it failed to withdraw or modify its recommendation, such\ndetermination to be in the sole discretion of the Board of Directors of\nHoneywell.\n\n                                ARTICLE VI\n\n                            COVENANTS OF PARENT\n\nSection 6.1    Obligations of Merger Subsidiary.\n               \n(a) Promptly following the date hereof (and in any event prior to the\nEffective Time), Parent shall cause the incorporation of Merger Subsidiary\npursuant to and in accordance with Delaware Law by causing to be filed with\nthe Secretary of State of the State of Delaware a certificate of\nincorporation of Merger Subsidiary and, promptly following the date of such\nfiling and the incorporation of Merger Subsidiary, Parent shall cause\nMerger Subsidiary to take all necessary action to execute a counterpart of,\nand become a party to, this Agreement.\n\n(b) Parent will take all action necessary to cause Merger Subsidiary to\nperform its obligations under this Agreement and to consummate the Merger\non the terms and conditions set forth in this Agreement.\n\nSection 6.2    Director and Officer Liability.\n               \n(a) Parent shall cause the Surviving Corporation to, and the Surviving\nCorporation shall, indemnify and hold harmless, to the fullest extent\npermitted under applicable law, the individuals who on or prior to the\nEffective Time were officers, directors and employees of Honeywell or its\nSubsidiaries (collectively, the \"Indemnitees\") with respect to all acts or\nomissions by them in their capacities as such or taken at the request of\nHoneywell or any of its Subsidiaries at any time on or prior to the\nEffective Time. In the event the Surviving Corporation or Parent or any of\ntheir successors or assigns (i) consolidates with or merges into any other\nPerson and shall not be the continuing or surviving corporation or entity\nof such consolidation or merger or (ii) transfers all or substantially all\nof its properties and assets to any Person, then and in each such case,\nproper provisions shall be made so that the successors and assigns of the\nSurviving Corporation or Parent shall assume the obligations of the\nSurviving Corporation or the Parent, as the case may be, as set forth in\nthis Section 6.2. An Indemnitee shall have a right to participate in (but\nnot control) the defense of any such matter with its own counsel and at its\nown expense. Notwithstanding the right of the Surviving Corporation to\nassume and control the defense of such litigation, claim or proceeding,\nsuch Indemnitee shall have the right to employ separate counsel and to\nparticipate in the defense of such litigation, claim or proceeding, and the\nSurviving Corporation shall bear the reasonable fees, costs and expenses of\nsuch separate counsel and shall pay such fees, costs and expenses promptly\nafter receipt of an invoice from such Indemnitee if (i) the use of counsel\nchosen by the Surviving Corporation to represent such Indemnitee would\npresent such counsel with a conflict of interest or (ii) such Indemnitee\nshall have legal defenses available to it or to other Indemnitees which are\ndifferent from or in addition to those available to the Surviving\nCorporation; provided, however, that the Indemnitee shall be required to\ndeliver an undertaking to Honeywell as contemplated by Section 2 of Article\nVI of the restated certificate of incorporation of Honeywell. The Surviving\nCorporation shall not settle any matter set forth in Section 6.2 of the\nHoneywell Disclosure Schedule unless the terms of the settlement provide\nthat the Indemnitee shall have no responsibility for the discharge of any\nsettlement amount and impose no other obligations or duties on the\nIndemnitee and the settlement discharges all rights against Indemnitee with\nrespect to such matter. Parent shall cause the Surviving Corporation to\nhonor all indemnification agreements with Indemnitees (including under\nHoneywell's by-laws) in effect as of the date of this Agreement in\naccordance with the terms thereof. Honeywell has disclosed to Parent all\nsuch indemnification agreements prior to the date of this Agreement.\n\n(b) For three years after the Effective Time, Parent shall procure the\nprovision of officers' and directors' liability insurance in respect of\nacts or omissions occurring prior to the Effective Time covering each such\nPerson currently covered by Honeywell's officers' and directors' liability\ninsurance policy on terms with respect to coverage and in amounts no less\nfavorable than those of such policy in effect on the date hereof; provided,\nthat if the aggregate annual premiums for such insurance at any time during\nsuch period shall exceed 200% of the per annum rate of premium paid by\nHoneywell and its Subsidiaries as of the date hereof for such insurance,\nthen Parent shall, or shall cause its Subsidiaries to, provide only such\ncoverage as shall then be available at an annual premium equal to 200% of\nsuch rate.\n\n(c) The certificate of incorporation of the Surviving Corporation shall,\nfrom and after the Effective Time, contain provisions no less favorable\nwith respect to limitation of certain liabilities of directors and\nindemnification than are set forth as of the date of this Agreement in\nArticle Eleventh of the restated certificate of incorporation of Honeywell,\nwhich provisions shall not be amended, repealed or otherwise modified for a\nperiod of six years from the Effective Time in a manner that would\nadversely affect the rights thereunder of individuals who at the Effective\nTime were directors, officers or employees of Honeywell.\n\n(d) The obligations of Parent under this Section 6.2 shall not be\nterminated or modified in such a manner as to adversely affect any\nIndemnitee to whom this Section 6.2 applies without the consent of the\naffected Indemnitee (it being expressly agreed that the Indemnitees to whom\nthis Section 6.2 applies shall be third party beneficiaries of this Section\n6.2).\n\nSection 6.3    Stock Exchange Listing. Parent shall use its reasonable best\nefforts to cause the shares of Parent Common Stock to be issued in\nconnection with the Merger to be approved for listing on the NYSE, subject\nto official notice of issuance.\n\nSection 6.4    Employee Benefits.\n               \n(a) From and after the Effective Time, Parent shall cause the Surviving\nCorporation to honor in accordance with their terms all benefits and\nobligations under Honeywell Employee Plans, each as in effect on the date\nof this Agreement (or as amended as contemplated or permitted hereby or\nwith the prior written consent of Parent). Subject to the previous sentence\nand Section 6.4(b), no provision of this Agreement shall be construed as a\nlimitation on the right of Parent or the Surviving Corporation to amend or\nterminate any Honeywell Employee Plan to the extent permitted by the terms\nthereof (as in effect on the date hereof) and applicable law, and no\nprovision of this Agreement shall be construed to create a right in any\nemployee or beneficiary of such employee under a Honeywell Employee Plan\nthat such employee or beneficiary would not otherwise have under the terms\nof that Honeywell Employee Plan. The \"Change of Control\" provisions of the\nHoneywell Employee Plans set forth on Section 6.4(a) of the Honeywell\nDisclosure Schedule will be triggered by the consummation of the Merger.\n\n(b) For a period of at least one year following the Effective Time, Parent\nshall provide to employees of Honeywell and its Subsidiaries as of the\nEffective Time (\"Affected Employees\"), for so long as such Affected\nEmployees remain employed by Parent or its Subsidiaries, employee benefits\n(including salary, performance based incentive compensation and stock-based\nbenefits) which, in the aggregate, are at least as favorable as the\nbenefits provided pursuant to Honeywell's or its Subsidiaries' (as\napplicable) employee benefit plans, programs, policies and arrangements\nimmediately prior to the Effective Time, provided, however, that the\nforegoing shall not be construed to limit Parent's flexibility in\ndetermining the design of any benefit plan or program.\n\n(c) Parent will, or will cause the Surviving Corporation to, give Affected\nEmployees full credit for purposes of eligibility, vesting, and\ndetermination of the level of and entitlement to benefits under severance\nbenefit, vacation and other employee benefit plans or arrangements\nmaintained by Parent or any Subsidiary of Parent (if such Affected\nEmployees participate in any such employee benefit plan or arrangement) for\nsuch Affected Employees' service with Honeywell or any Subsidiary of\nHoneywell to the same extent recognized by Honeywell immediately prior to\nthe Effective Time for similar Honeywell employee benefit plans or\narrangements, provided, however, that this Section 6.4(c) shall, except as\nrequired by law, not provide crediting of service for benefit accrual\npurposes under Parent defined benefit pension plans, or where such\ncrediting of service would result in a duplication of benefits.\n\n(d) Parent will, or will cause the Surviving Corporation to, (i) waive all\nlimitations as to preexisting conditions, exclusions and waiting periods\nwith respect to participation and coverage requirements applicable to the\nAffected Employees under any welfare benefit plans of Parent that such\nemployees may be eligible to participate in after the Effective Time, other\nthan limitations or waiting periods that would have been in effect with\nrespect to such employees as of the Effective Time under any welfare plan\nmaintained for the Affected Employees immediately prior to the Effective\nTime, and (ii) provide each Affected Employee with credit for any\nco-payments and deductibles paid prior to the Effective Time in satisfying\nany applicable deductible or out-of-pocket requirements under any welfare\nplans that such employees are eligible to participate in after the\nEffective Time during the same plan year in which such co-payments and\ndeductibles were paid.\n\n(e) Prior to the Effective Time, Honeywell and Parent shall take all such\naction necessary to ensure that no \"rabbi\" or similar trust maintained by\nHoneywell or Parent, respectively, is required to be funded as a result of\nthe transactions contemplated by this Agreement.\n\nSection 6.5 Consultant Agreement. At the Effective Time, Parent shall enter\ninto a consulting agreement with Michael R. Bonsignore substantially on the\nterms set forth in Section 6.5 of the Honeywell Disclosure Schedule.\n\n                                ARTICLE VII\n\n                     COVENANTS OF PARENT AND HONEYWELL\n\n                  The parties hereto agree that:\n\nSection 7.1    Reasonable Best Efforts.\n               \n(a) Subject to Section 7.1(b), Honeywell and Parent shall each cooperate\nwith the other and use (and shall cause their respective Subsidiaries to\nuse) their respective reasonable best efforts to promptly (i) take or cause\nto be taken all necessary actions, and do or cause to be done all things,\nnecessary, proper or advisable under this Agreement and applicable laws to\nconsummate and make effective the Merger and the other transactions\ncontemplated by this Agreement as soon as practicable, including, without\nlimitation, preparing and filing promptly and fully all documentation to\neffect all necessary filings, notices, petitions, statements,\nregistrations, submissions of information, applications and other documents\n(including, without limitation, any required filings under the HSR Act or\nany foreign antitrust, competition or trade regulation law, regulation or\nstatute, or any amendments to any thereof) and (ii) obtain all approvals,\nconsents, registrations, permits, authorizations and other confirmations\nrequired to be obtained from any third party necessary, proper or advisable\nto consummate the Merger and the other transactions contemplated by this\nAgreement. Subject to applicable laws relating to the exchange of\ninformation and in addition to Section 7.1(c), Honeywell and Parent shall\nhave the right to review in advance, and to the extent practicable each\nwill consult the other on, all the information relating to Honeywell and\nits Subsidiaries or Parent and its Subsidiaries, as the case may be, that\nappears in any filing made with, or written materials submitted to, any\nthird party and\/or any governmental authority in connection with the Merger\nand the other transactions contemplated by this Agreement.\n\n(b) Without limiting Section 7.1(a), Parent and Honeywell shall:\n\n(i)      each use its reasonable best efforts to avoid the entry of, or to\n         have vacated or terminated, any decree, order, or judgment that\n         would restrain, prevent or delay the Closing, on or before the End\n         Date, including without limitation defending through litigation on\n         the merits any claim asserted in any court by any Person; and\n\n(ii)     each use its reasonable best efforts to avoid or eliminate each\n         and every impediment under any antitrust, competition or trade\n         regulation law that may be asserted by any governmental authority\n         with respect to the Merger so as to enable the Closing to occur as\n         soon as reasonably possible (and in any event no later than the\n         End Date), including, with respect to Parent, Parent shall take\n         all such actions, including, without limitation (x) proposing,\n         negotiating, committing to and effecting, by consent decree, hold\n         separate order, or otherwise, the sale, divestiture or disposition\n         of such assets or businesses of Parent (or any of its\n         Subsidiaries) and (y) otherwise taking or committing to take\n         actions that limit Parent or its Subsidiaries' freedom of action\n         with respect to, or its ability to retain, one or more of its or\n         its Subsidiaries' businesses, product lines or assets, in each\n         case as may be required in order to avoid the entry of, or to\n         effect the dissolution of, any injunction, temporary restraining\n         order, or other order in any suit or proceeding, which would\n         otherwise have the effect of preventing or materially delaying the\n         Closing; provided, however, that Parent shall not be required to\n         take any such actions if such action with respect to a comparable\n         amount of assets, businesses or products lines of Honeywell would\n         be reasonably likely, in the aggregate, to have a Material Adverse\n         Effect on Honeywell and its Subsidiaries, taken as a whole;\n         provided, further, however, that neither Parent nor Honeywell\n         shall be required to sell, divest or otherwise dispose of any\n         assets, businesses or product lines of Honeywell if such actions\n         would be reasonably likely, in the aggregate, to have a Material\n         Adverse Effect on Honeywell and its Subsidiaries. Honeywell shall\n         take such of the foregoing actions as the Parent may request;\n         provided that any such action is conditioned upon the consummation\n         of the Merger.\n         \n(c) Parent and Honeywell shall keep the other reasonably apprised of the\nstatus of matters relating to the completion of the transactions\ncontemplated hereby and work cooperatively in connection with obtaining all\nrequired approvals or consents of any governmental authority (whether\ndomestic, foreign or supranational). In that regard, each party shall\nwithout limitation: (i) promptly notify the other of, and if in writing,\nfurnish the other with copies of (or, in the case of material oral\ncommunications, advise the other orally of) any communications from or with\nany governmental authority (whether domestic, foreign or supranational)\nwith respect to the Merger or any of the other transactions contemplated by\nthis Agreement, (ii) permit the other to review and discuss in advance, and\nconsider in good faith the views of the other in connection with, any\nproposed written (or any material proposed oral) communication with any\nsuch governmental authority, (iii) not participate in any meeting with any\nsuch governmental authority unless it consults with the other in advance\nand to the extent permitted by such governmental authority gives the other\nthe opportunity to attend and participate thereat, (iv) furnish the other\nwith copies of all correspondence, filings and communications (and\nmemoranda setting forth the substance thereof) between it and any such\ngovernmental authority with respect to this Agreement and the Merger, and\n(v) furnish the other with such necessary information and reasonable\nassistance as Parent or Honeywell may reasonably request in connection with\nits preparation of necessary filings or submissions of information to any\nsuch governmental authority. Parent and Honeywell may, as each deems\nadvisable and necessary, reasonably designate any competitively sensitive\nmaterial provided to the other under this Section as \"outside counsel\nonly.\" Such materials and the information contained therein shall be given\nonly to the outside legal counsel of the recipient and will not be\ndisclosed by such outside counsel to employees, officers, or directors of\nthe recipient unless express permission is obtained in advance from the\nsource of the materials (Parent or Honeywell, as the case may be) or its\nlegal counsel.\n\nSection 7.2    Proxy Materials; Certain Filings. Honeywell and Parent shall\npromptly prepare and file with the Commission a proxy statement relating to\nthe meeting of Honeywell to be held in connection with this Agreement and\nthe transactions contemplated hereby (the \"Proxy Statement\/Prospectus\").\nHoneywell and Parent shall promptly prepare, and Parent shall file with the\nCommission, a registration statement on Form S-4 (the \"Form S-4\") in which\nthe Proxy Statement\/Prospectus will be included as a prospectus, and Parent\nshall use its reasonable best efforts to cause the Form S-4 to be declared\neffective by the Commission as promptly as practicable after filing. Parent\nshall promptly take any action required to be taken under foreign or state\nsecurities or Blue Sky laws in connection with the issuance of Parent\nCommon Stock in connection with the Merger. Honeywell and Parent shall\ncooperate with one another (a) in determining whether any action by or in\nrespect of, or filing with, any governmental body, agency or official, or\nauthority is required, or any actions, consents, approvals or waivers are\nrequired to be obtained from parties to any material contracts, in\nconnection with the consummation of the transactions contemplated by this\nAgreement and (b) in seeking any such actions, consents, approvals or\nwaivers or making any such filings, furnishing information required in\nconnection therewith or with the Proxy Statement\/Prospectus or the Form S-4\nand seeking timely to obtain any such actions, consents, approvals or\nwaivers.\n\nSection 7.3    Access to Information. From the date hereof until the Effective\nTime, to the extent permitted by applicable law, Honeywell and Parent will\nupon reasonable request give the other party, its counsel, financial\nadvisors, auditors and other authorized representatives access to the\noffices, properties, books and records of such party and its Subsidiaries\nduring normal business hours, furnish to the other party, its counsel,\nfinancial advisors, auditors and other authorized representatives such\nfinancial and operating data and other information as such Persons may\nreasonably request and will instruct its own employees, counsel and\nfinancial advisors to cooperate with the other party in its investigation\nof the business of Honeywell or Parent, as the case may be; provided that\nno investigation of the other party's business shall affect any\nrepresentation or warranty given by either party hereunder, and neither\nparty shall be required to provide any such information if the provision of\nsuch information may cause a waiver of an attorney-client privilege. All\ninformation obtained by Parent or Honeywell pursuant to this Section 7.3\nshall be kept confidential in accordance with, and shall otherwise be\nsubject to the terms of, the Confidentiality Agreement dated October 21,\n2000 between Parent and Honeywell (the \"Confidentiality Agreement\").\n\nSection 7.4    Tax and Accounting Treatment.\n                        \n(a) Neither Parent nor Honeywell shall, nor shall they permit their\nSubsidiaries to, take any action or fail to take any action which action or\nfailure to act would prevent, or would be reasonably likely to prevent, the\nMerger from qualifying (i) for \"pooling of interests\" accounting treatment\nunder GAAP and the rules and regulations of the Commission or (ii) as a\nreorganization within the meaning of Section 368(a) of the Code. Honeywell\nshall not, and shall not permit its Subsidiaries to, take any action which\naction or failure to act would prevent, or would be reasonably likely to\nprevent, the Allied Merger from qualifying for \"pooling of interests\"\naccounting treatment under GAAP and the rules and regulations of the\nCommission. In the event Parent receives advice from its independent public\naccountants that it is advisable for Parent to obtain customary \"affiliate\"\nagreements in order to qualify for \"pooling of interests\" accounting\ntreatment, Parent shall use its reasonable best efforts to obtain such\nletters from the appropriate affiliates of Parent.\n\n(b) Parent shall use its reasonable best efforts to provide to Shearman &amp; Sterling (or such other counsel reasonably acceptable to Parent) and\nSkadden, Arps, Slate, Meagher &amp; Flom LLP (or such other counsel reasonably\nacceptable to Honeywell) a certificate containing representations\nreasonably requested by such counsel in connection with the opinions to be\ndelivered pursuant to Sections 8.2(d) and 8.3(b) hereof. Honeywell shall\nuse its reasonable best efforts to provide to Shearman &amp; Sterling (or such\nother counsel reasonably acceptable to Parent) and Skadden, Arps, Slate,\nMeagher &amp; Flom LLP (or such other counsel reasonably acceptable to\nHoneywell) a certificate containing representations reasonably requested by\nsuch counsel in connection with the opinions to be delivered pursuant to\nSections 8.2(d) and 8.3(b) hereof.\n\n(c) Subject to paragraph (a) above, Parent and Honeywell agree to cooperate\nin good faith with proposals to reduce Taxes on the transactions\ncontemplated by this Agreement and the continuing operations of Honeywell\nand its affiliates (including the Surviving Corporation) and Parent and its\naffiliates after the Effective Time, it being understood that no actions\nwill be required which Honeywell reasonably concludes would adversely\naffect (i) Honeywell and its affiliates in the event the Merger is not\nconsummated or (ii) the rights or benefits of employees of Honeywell and\nits affiliates arising from their employment relationship or provided for\nor permitted by this Agreement.\n\nSection 7.5    Public Announcements. The initial press release with respect to\nthe Merger shall be a joint press release, to be agreed upon by Parent and\nHoneywell. Thereafter, Parent and Honeywell will consult with each other\nbefore issuing any press release or making any public statement with\nrespect to this Agreement and the transactions contemplated hereby and\nshall not issue any press release or make any public statement without the\nprior consent of the other party, unless such consent shall have been\nunreasonably withheld. Notwithstanding the foregoing, any such press\nrelease or public statement as may be required by applicable law or any\nlisting agreement with any national securities exchange (or the London\nStock Exchange) may be issued prior to such consultation, if the party\nmaking the release or statement has used its reasonable efforts to consult\nwith the other party.\n\nSection 7.6    Further Assurances. At and after the Effective Time, the\nofficers and directors of the Surviving Corporation will be authorized to\nexecute and deliver, in the name and on behalf of Honeywell or Merger\nSubsidiary, any deeds, bills of sale, assignments or assurances and to take\nany other actions and do any other things, in the name and on behalf of\nHoneywell or Merger Subsidiary, reasonably necessary to vest, perfect or\nconfirm of record or otherwise in the Surviving Corporation any and all\nright, title and interest in, to and under any of the rights, properties or\nassets of Honeywell acquired or to be acquired by the Surviving Corporation\nas a result of, or in connection with, the Merger.\n\nSection 7.7    Notices of Certain Events.\n\n(a) Each of Honeywell and Parent shall promptly notify the other party of:\n\n(i)      any notice or other communication from any Person alleging that\n         the consent of such Person is or may be required in connection\n         with the transactions contemplated by this Agreement if the\n         failure of Honeywell or Parent, as the case may be, to obtain such\n         consent would be material to Honeywell or Parent as applicable;\n         and\n\n(ii)     any notice or other communication from any governmental or\n         regulatory agency or authority in connection with the transactions\n         contemplated by this Agreement.\n\n(b) Honeywell and Parent shall promptly notify the other party of any\nactions, suits, claims, investigations or proceedings commenced or, to its\nknowledge threatened against, relating to or involving or otherwise\naffecting such party or any of its Subsidiaries which relate to the\nconsummation of the transactions contemplated by this Agreement.\n\nSection 7.8    Affiliates.\n\n(a) As soon as practicable after the date hereof and in any event not less\nthan 30 days prior to the Effective Time, of Honeywell (i) shall have\ndelivered to Parent a letter identifying all Persons who, in the opinion of\nHoneywell may be, as of the date of the Honeywell Stockholder Meeting, its\n\"affiliates\" for purposes of SEC Accounting Series Releases 130 and 135\nand\/or for purposes of Rule 145 under the Securities Act, and (ii) shall\nuse its reasonable best efforts to cause each Person who is identified as\nan \"affiliate\" of Honeywell in such letter to deliver, as promptly as\npracticable but in no event later than 20 days prior to the Closing (or\nafter such later date as the Parent and Honeywell may agree), a signed\nagreement to Honeywell, substantially in the form attached as Exhibit A.\nHoneywell shall notify Parent from time to time after the delivery of the\nletter described in Section 7.8(a)(i) of any Person not identified on such\nletter who then is, or may be, such an \"affiliate\" and use its reasonable\nbest efforts to cause each additional Person who is identified as an\n\"affiliate\" to execute a signed agreement as set forth in this Section\n7.8(a).\n\n(b) Shares of Honeywell Common Stock beneficially owned by each such\n\"affiliate\" of Honeywell who has not provided a signed agreement in\naccordance with Section 7.8(a) shall not be transferable during any period\nprior to and after the Effective Time if, as a result of this transfer\nduring any such period, taking into account the nature, extent and timing\nof this transfer and similar transfers by all other \"affiliates\" of\nHoneywell, this transfer will, in the reasonable judgment of accountants of\nParent, interfere with, or prevent the Merger from being accounted for, as\na \"pooling of interests\" under GAAP and\/or the rules and regulations of the\nCommission. Parent shall not register, or allow its transfer agent to\nregister, on its books any transfer of any shares of Parent Common Stock of\nany affiliate of Honeywell who has not provided a signed agreement in\naccordance with Section 7.8(a). The restrictions on the transferability of\nshares held by Persons who execute an agreement pursuant to Section 7.8(a)\nshall be as provided in those agreements.\n\nSection 7.9    Payment of Dividends. From the date of the Agreement until the\nEffective Time, Parent and Honeywell will coordinate with each other\nregarding the declaration of dividends in respect of the shares of Parent\nCommon Stock and the shares of Honeywell Common Stock and the record dates\nand payment dates relating thereto, it being the intention of the parties\nthat holders of shares of Honeywell Common Stock will not receive two\ndividends, or fail to receive one dividend, for any single calendar quarter\nwith respect to their shares of Honeywell Common Stock and the shares of\nParent Common Stock any holder of shares of Honeywell Common Stock receives\nin exchange therefor in connection with the Merger.\n\nSection 7.10   No Solicitation.\n\n(a) Honeywell shall not, and shall cause its Subsidiaries not to, and will\nuse its reasonable best efforts to cause its officers, directors,\nemployees, investment bankers, consultants, attorneys, accountants, agents\nand other representatives not to, directly or indirectly, take any action\nto solicit, initiate, encourage or facilitate the making of any Acquisition\nProposal or any inquiry with respect thereto or engage in substantive\ndiscussions or negotiations with any Person with respect thereto, or in\nconnection with any Acquisition Proposal or potential Acquisition Proposal,\ndisclose any nonpublic information relating to it or its Subsidiaries or\nafford access to the properties, books or records of it or its Subsidiaries\nto, any Person that has made, or to such party's knowledge, is considering\nmaking, any Acquisition Proposal; provided, however, that, in the event\nthat (x) Honeywell shall receive an Acquisition Proposal that the Board of\nDirectors of Honeywell concludes in good faith could result in a Superior\nProposal that was not solicited by it and did not otherwise result from a\nbreach of this Section 7.10, (y) prior to receipt of the Honeywell\nStockholder Approval, the Board of Directors of Honeywell determines in its\ngood faith judgment, after receiving the advice of outside counsel, that,\nin light of this Acquisition Proposal, if Honeywell fails to participate in\nsuch discussions or negotiations with, or provide such information to, the\nparty making the Acquisition Proposal, there is a reasonable probability\nthat such Board of Directors would be in violation of its fiduciary duties\nunder applicable law, such determination to be in the sole discretion of\nthe Board of Directors of Honeywell, and (z) after giving the other party\nwritten notice of its intention to do so, the party receiving such\nAcquisition Proposal may (i) furnish information with respect to it and its\nsubsidiaries to the Person making such Acquisition Proposal pursuant to a\ncustomary confidentiality agreement and (ii) participate in discussions and\nnegotiations regarding such Acquisition Proposal.\n\n(b) Nothing contained in this Agreement shall prevent the Board of\nDirectors of Honeywell from complying with Rule 14e-2 under the Exchange\nAct with regard to an Acquisition Proposal; provided that the Board of\nDirectors of Honeywell shall not recommend that its stockholders tender\ntheir shares in connection with a tender offer except to the extent, after\nreceiving a Superior Proposal, the Board of Directors of Honeywell\ndetermines in its good faith judgment, after receiving the advice of\noutside legal counsel, that, in light of the Superior Proposal, there is a\nreasonable probability that the Board of Directors would be in violation of\nits fiduciary duties under applicable law if it fails to make such a\nrecommendation, such determination to be in the sole discretion of the\nBoard of Directors of Honeywell.\n\n(c) Upon receiving an Acquisition Proposal, Honeywell will promptly (and in\nno event later than 24 hours after receipt of any Acquisition Proposal)\nnotify Parent, after receipt of any Acquisition Proposal or any amendment\nor change in any previously received Acquisition Proposal, or any request\nfor nonpublic information relating to Honeywell or any Subsidiary of\nHoneywell or for access to the properties, books or records of Honeywell or\nany Subsidiary of Honeywell by any Person that has made, or to such party's\nknowledge may be considering making, an Acquisition Proposal, and shall\npromptly provide copies of any proposals, indications of interest, draft\nagreements and correspondence relating to such Acquisition Proposal.\nHoneywell shall, and shall cause its Subsidiaries to, immediately cease and\ncause to be terminated, and use reasonable best efforts to cause its\nofficers, directors, employees, investment bankers, consultants, attorneys,\naccountants, agents and other representatives to, immediately cease and\ncause to be terminated, all discussions and negotiations, if any, that have\ntaken place prior to the date hereof with any Persons with respect to any\nAcquisition Proposal and shall request the return or destruction of all\nconfidential information provided to any such Person.\n\n                  For purposes of this Agreement, \"Acquisition Proposal\"\nmeans any offer or proposal for, or any indication of interest in, any (i)\ndirect or indirect acquisition or purchase of a business or asset of\nHoneywell or any of its Subsidiaries that constitutes 20% or more of the\nnet revenues, net income or assets of Honeywell and its Subsidiaries, taken\nas a whole; (ii) direct or indirect acquisition or purchase of 20% or more\nof any class of equity securities of Honeywell or any of its Subsidiaries\nwhose business constitutes 20% or more of the net revenues, net income or\nassets of Honeywell and its Subsidiaries, taken as a whole; (iii) tender\noffer or exchange offer that, if consummated, would result in any Person\nbeneficially owning 20% or more of any class of equity securities of\nHoneywell, or any of its Subsidiaries whose business constitutes 20% or\nmore the net revenues, net income or assets of Honeywell and its\nSubsidiaries, taken as a whole; or (iv) merger, consolidation, business\ncombination, recapitalization, liquidation, dissolution or similar\ntransaction involving Honeywell or any of its Subsidiaries whose business\nconstitutes 20% or more of the net revenue, net income or assets of\nHoneywell and its Subsidiaries, taken as a whole, other than the\ntransactions contemplated by this Agreement. For purposes of this\nAgreement, \"Superior Proposal\" means any bona fide written Acquisition\nProposal obtained not in breach of this Section 7.10 for or in respect of\nall of the outstanding shares of Honeywell Common Stock, on terms that the\nBoard of Directors of Honeywell, determines in its good faith judgment\n(after consultation with a financial advisor of nationally recognized\nreputation and taking into account all the terms and conditions of the\nAcquisition Proposal and this Agreement deemed relevant by such Board of\nDirectors, including any break-up fees, expense reimbursement provisions,\nconditions to and expected timing and risks of consummation, and the\nability of the party making such proposal to obtain financing for such\nAcquisition Proposal and taking into account all other legal, financial,\nregulatory and all other aspects of such proposal) are more favorable\n(other than in immaterial respects) from a financial point of view to its\nstockholders than the Merger and which has a reasonable likelihood of being\nconsummated.\n\n(d) Honeywell agrees that it will take the necessary steps promptly to\ninform its officers, directors, investment bankers, consultants, attorneys,\naccountants, agents and other representatives of the obligations undertaken\nin this Section 7.10.\n\nSection 7.11   Letters from Accountants.\n               \n(a) Parent shall use reasonable best efforts to cause to be delivered to\nParent and Honeywell a letter from KPMG LLP dated as of the Closing Date,\naddressed to the Boards of Directors of Parent and Honeywell, stating that\nKPMG LLP concurs with Parent management's conclusion that accounting for\nthe Merger as a \"pooling of interests\" under Opinion No. 16 (Business\nCombination) of the Accounting Principles Board of the American Institute\nof Certified Public Accountants and the rules and regulations of the\nCommission is appropriate if the Merger is closed and consummated in\naccordance with the terms hereof.\n\n(b) Honeywell shall use reasonable best efforts to cause to be delivered to\nParent a letter from PricewaterhouseCoopers LLP, dated as of the Closing\nDate, addressed to the Boards of Directors of Honeywell and Parent, stating\nthat PricewaterhouseCoopers LLP concurs with Honeywell's management's\nconclusion that Honeywell is eligible to participate in a transaction\naccounted for as a \"pooling of interests\" under Opinion No. 16 (Business\nCombination) of the Accounting Principles Board of the American Institute\nof Certified Public Accountants and the rules and regulations of the\nCommission.\n\nSection 7.12   Takeover Statutes. If any anti-takeover or similar statute or\nregulation is or may become applicable to the transactions contemplated\nhereby, each of the parties and its Board of Directors shall grant such\napprovals and take all such actions as are legally permissible so that the\ntransactions contemplated hereby may be consummated as promptly as\npracticable on the terms contemplated hereby and otherwise act to eliminate\nor minimize the effects of any such statute or regulation on the\ntransactions contemplated hereby.\n\nSection 7.13   Honeywell Name and Integrity of Franchise. Parent will use the\nHoneywell name in areas where Honeywell has been strong historically.\nParent will use the Honeywell name in conjunction with the Parent name for\nthe Honeywell Home and Building Control business and the Honeywell avionics\nbusiness. Parent will consider the use of the Honeywell name in conjunction\nwith the Parent name for the Honeywell industrial controls business.\n\nSection 7.14   Transfer Statutes. Each of Parent and Honeywell agrees to use\nits commercially reasonable efforts to comply promptly with all\nrequirements of the New Jersey, Connecticut and other state property\ntransfer statutes to the extent applicable to the transactions contemplated\nhereby, and to take all actions necessary to cause the transactions\ncontemplated hereby to be effected in compliance with such statutes. Parent\nand Honeywell agree that they will consult with each other to determine\nwhat, if any, actions must be taken prior to or after the Effective Time to\nensure compliance with such statutes. Each of Parent and Honeywell agrees\nto provide the other with any documents to be submitted to the relevant\nstate agencies prior to submission. For purposes of this section, the New\nJersey and Connecticut Property Transfer Statutes means the New Jersey\nIndustrial Site Recovery Act, 1993 N.J. Laws 139, and the Connecticut\nTransfer Act, Conn. Gen. Stat. Ann. ss.ss. 22a.-134(b).\n\nSection 7.15   Section 16(b). Parent and Honeywell shall take all such steps\nreasonably necessary to cause the transactions contemplated hereby and any\nother dispositions of equity securities of Honeywell (including derivative\nsecurities) or acquisitions of Parent equity securities (including\nderivative securities) in connection with this Agreement by each individual\nwho (a) is a director or officer of Honeywell or (b) at the Effective Time,\nwill become a director or officer of Parent, to be exempt under Rule 16b-3\npromulgated under the Exchange Act.\n\n                               ARTICLE VIII\n\n                          CONDITIONS TO THE MERGER\n\nSection 8.1    Conditions to the Obligations of Each Party. The obligations of\nHoneywell, Parent and Merger Subsidiary to consummate the Merger are\nsubject to the satisfaction (or, to the extent legally permissible, waiver)\nof the following conditions:\n\n(a) this Agreement and the Merger shall have been approved and adopted by\nthe stockholders of Honeywell in accordance with Delaware Law;\n\n(b) any applicable waiting period (including any extension thereof) under\nthe HSR Act relating to the Merger shall have expired or been terminated;\n\n(c) the approval by the European Commission of the transactions\ncontemplated by this Agreement shall have been obtained pursuant to the EC\nMerger Regulation;\n\n(d) all applicable waiting periods under the Competition Act of Canada\nshall have expired or been terminated;\n\n(e) no provision of any applicable law or regulation and no judgment,\ninjunction (preliminary or permanent), order or decree that prohibits,\nmaterially restricts, makes illegal or enjoins the consummation of the\nMerger or any of the other transactions contemplated by this Agreement,\nshall be in effect;\n\n(f) the Form S-4 shall have been declared effective under the Securities\nAct and no stop order suspending the effectiveness of the Form S-4 shall be\nin effect and no proceedings for such purpose shall be pending before or\nthreatened by the SEC;\n\n(g) the shares of Parent Common Stock to be issued in the Merger shall have\nbeen approved for listing on the NYSE, subject to official notice of\nissuance; and\n\n(h) the letters of KPMG LLP and PricewaterhouseCoopers LLP contemplated by\nparagraphs (a) and (b) of Section 7.11 shall have been delivered as\ncontemplated thereby.\n\nSection 8.2    Conditions to the Obligations of Parent and Merger Subsidiary.\nThe obligations of Parent and Merger Subsidiary to consummate the Merger\nare subject to the satisfaction (or, to the extent legally permissible,\nwaiver) of the following further conditions:\n\n(a) (i) Honeywell shall have performed in all material respects all of its\nobligations hereunder required to be performed by it at or prior to the\nEffective Time, (ii) the representations and warranties of Honeywell\ncontained in this Agreement and in any certificate or other writing\ndelivered by Honeywell pursuant hereto shall be true and correct (without\ngiving effect to any limitation as to \"materiality\" or \"Material Adverse\nEffect\" set forth therein) at and as of the Effective Time as if made at\nand as of such time (except to the extent expressly made as of an earlier\ndate, in which case as of such earlier date), except where the failure of\nsuch representations and warranties to be true and correct (without giving\neffect to any limitation as to \"materiality\" or \"Material Adverse Effect\"\nset forth therein) would not, individually or in the aggregate, have a\nMaterial Adverse Effect on Honeywell, and (iii) Parent shall have received\na certificate signed by an executive officer of Honeywell on its behalf to\nthe foregoing effect;\n\n(b) there shall not be any statute, rule, regulation, injunction, order or\ndecree, enacted, enforced, promulgated, entered, issued or deemed\napplicable to the Merger and the other transactions contemplated hereby (or\nin the case of any statute, rule or regulation, awaiting signature or\nreasonably expected to become law), by any court, government or\ngovernmental authority or agency or legislative body, domestic, foreign or\nsupranational, that would, or would reasonably be expected to, have a\nMaterial Adverse Effect on Parent at or after the Effective Time.\n\n(c) (i) all required approvals or consents of any governmental authority or\nthird party including those described in Section 3.3, 3.4, 4.3 and 4.4\nshall have been obtained (and all relevant statutory, regulatory or other\ngovernmental waiting periods, whether domestic, foreign or supranational,\nshall have expired) except in the case of consents the absence of which\nwould not result in civil or criminal sanctions being imposed on Parent or\nthe Surviving Corporation or their respective affiliates or where the\nfailure to obtain any such consents and approvals would not reasonably be\nexpected to have a Material Adverse Effect on Honeywell and (ii) all such\napprovals and consents which have been obtained shall be on terms that\nwould not reasonably be expected to have a Material Adverse Effect on\nHoneywell.\n\n(d) Parent shall have received an opinion of Shearman &amp; Sterling (or other\ncounsel reasonably acceptable to Parent), on the basis of representations\nand assumptions set forth in such opinion, to the effect that the Merger\nwill be treated for federal income tax purposes as a reorganization within\nthe meaning of Section 368(a) of the Code and that each of Parent, Merger\nSubsidiary and Honeywell will be a party to the reorganization within the\nmeaning of Section 368(b) of the Code, and such opinion shall not have been\nwithdrawn as of the Effective Time. In rendering its opinion, counsel shall\nbe entitled to rely upon representations of officers of Parent and\nHoneywell reasonably requested by counsel.\n\nSection 8.3    Conditions to the Obligations of Honeywell. The obligation of\nHoneywell to consummate the Merger is subject to the satisfaction (or, to\nthe extent legally permissible, waiver) of the following further\nconditions:\n\n(a) (i) Parent shall have performed in all material respects all of its\nobligations hereunder required to be performed by it at or prior to the\nEffective Time, (ii) the representations and warranties of Parent and\nMerger Subsidiary contained in this Agreement and in any certificate or\nother writing delivered by Parent pursuant hereto shall be true and correct\n(without giving effect to any limitation as to \"materiality\" or \"Material\nAdverse Effect\" set forth herein) at and as of the Effective Time as if\nmade at and as of such time (except to the extent expressly made as of an\nearlier date, in which case as of such earlier date, except where the\nfailure of such representations to be true and correct (without giving\neffect to any limitation as to \"materiality\" or \"Material Adverse Effect\"\nset forth herein) would not, individually as in the aggregate, have a\nMaterial Adverse Effect on Parent and (iii) Honeywell shall have received a\ncertificate signed by an executive officer of Parent on its behalf to the\nforegoing effect; and\n\n(b) Honeywell shall have received an opinion of Skadden, Arps, Slate,\nMeagher &amp; Flom LLP (or other counsel reasonably acceptable to Honeywell),\non the basis of representations and assumptions set forth in such opinion,\nto the effect that the Merger will be treated for federal income tax\npurposes as a reorganization within the meaning of Section 368(a) of the\nCode and that each of Parent, Merger Subsidiary and Honeywell will be a\nparty to the reorganization within the meaning of Section 368(b) of the\nCode, and such opinion shall not have been withdrawn as of the Effective\nTime. In rendering this opinion, counsel shall be entitled to rely upon\nrepresentations of officers of Parent and Honeywell reasonably requested by\ncounsel.\n\n                                 ARTICLE IX\n\n                                TERMINATION\n\nSection 9.1 Termination. This Agreement may be terminated and the Merger\nmay be abandoned at any time prior to the Effective Time (except as\nprovided below, notwithstanding any approval of this Agreement by the\nstockholders of Honeywell):\n\n(a) by mutual written consent of Honeywell and Parent;\n\n(b) by either Honeywell or Parent,\n\n(i)      if the Merger has not been consummated as of June 30, 2001 (the\n         \"End Date\"); provided, however, that if (x) the Effective Time has\n         not occurred by such date by reason of nonsatisfaction of any of\n         the conditions set forth in Section 8.1(b), 8.1(c), 8.1(d),\n         8.1(e), 8.2(b) and 8.2(c) and (y) all other conditions set forth\n         in Article VIII have heretofore been satisfied or waived or are\n         then capable of being satisfied, then such date shall\n         automatically be extended to November 30, 2001 (which shall then\n         be the \"End Date\"); provided, further that at the End Date the\n         right to terminate this Agreement under this Section 9.1(b)(i)\n         shall not be available to any party whose failure to fulfill in\n         any material respect any obligation under this Agreement has\n         caused or resulted in the failure of the Effective Time to occur\n         on or before the End Date; or\n\n(ii)     if the Honeywell Stockholder Approval shall not have been obtained\n         by reason of the failure to obtain the required vote at a duly\n         held meeting of stockholders or any adjournment thereof;\n\n(c) by either Honeywell or Parent, if there shall be any law or regulation\nthat materially restricts the consummation of the Merger or makes\nconsummation of the Merger illegal or otherwise prohibited or if any\njudgment, injunction, order or decree enjoining Parent or Honeywell from\nconsummating the Merger is entered and such judgment, injunction, order or\ndecree shall become final and nonappealable; provided that the terminating\nparty has fulfilled its obligations under Section 7.1;\n\n(d) by Parent, if the Board of Directors of Honeywell shall have failed to\nrecommend or withdrawn or modified or changed, in a manner adverse to\nParent, its approval or recommendation of this Agreement or the Merger,\nwhether or not permitted by the terms hereof, or shall have failed to call\nthe Honeywell Stockholder Meeting in accordance with Section 5.2, or shall\nhave recommended a Superior Proposal (or the Board of Directors of\nHoneywell shall resolve to do any of the foregoing); or\n\n(e) by either Parent or Honeywell, if there shall have been a breach by the\nother of any of its representations, warranties, covenants or obligations\ncontained in this Agreement, which breach would result in the failure to\nsatisfy one or more of the conditions set forth in Section 8.2(a) (in the\ncase of a breach by Honeywell) or Section 8.3(a) (in the case of a breach\nby Parent), and in any such case such breach shall be incapable of being\ncured or, if capable of being cured, shall not have been cured within 30\ndays after written notice thereof shall have been received by the party\nalleged to be in breach.\n\nThe party desiring to terminate this Agreement pursuant to clause (b), (c),\n(d) or (e) of this Section 9.1 shall give written notice of such\ntermination to the other party in accordance with Section 10.1, specifying\nthe provision hereof pursuant to which such termination is effected.\n\nSection 9.2    Effect of Termination. (a) If this Agreement is terminated\npursuant to Section 9.1, this Agreement shall become void and of no effect\nwith no liability on the part of any party hereto, except (i) as set forth\nin Section 9.3, (ii) that the agreements contained in this Section 9.2, in\nSection 10.4, and in the Confidentiality Agreement, shall survive the\ntermination hereof and (iii) that no such termination shall relieve any\nparty of any liability or damages resulting from any willful breach by that\nparty of this Agreement.\n\nSection 9.3    Fee and Expenses.  (a)  In the event that:\n\n(i)                        this Agreement shall be terminated by either\n                           party pursuant to Section 9.1(b)(ii), and, at or\n                           prior to the time of the failure of Honeywell's\n                           Stockholders to approve this Agreement and the\n                           Merger, an Acquisition Proposal shall have been\n                           made public and not withdrawn; or\n\n(ii)     this Agreement is terminated pursuant to Section 9.1(d);\n\n                  then, in any such event, Honeywell shall pay Parent\n                  promptly (but in no event later than two business days\n                  after the first of such events shall have occurred) a fee\n                  of $1.35 billion (the \"Fee\"), which amount shall be\n                  payable in immediately available funds.\n\n(b) Except as set forth in this Section 9.3, all costs and expenses\nincurred in connection with this Agreement, the Option Agreement, the\nMerger and the transactions contemplated thereby shall be paid by the party\nincurring such expenses, whether or not the Merger is consummated.\n\n(c) In the event that Honeywell shall fail to pay the Fee or any expenses\nwhen due, the term \"expenses\" shall be deemed to include the costs and\nexpenses actually incurred or accrued by Parent (including, without\nlimitation, fees and expenses of counsel) in connection with the collection\nunder and enforcement of this Section 9.3, together with interest on such\nunpaid Fee and expenses, commencing on the date that the Fee or such\nexpenses became due, at a rate equal to the rate of interest publicly\nannounced by Citibank, N.A., from time to time, in the City of New York, as\nsuch bank's Base Rate plus 2.00%.\n\n                                 ARTICLE X\n\n                               MISCELLANEOUS\n\nSection 10.1   Notices. All notices, requests and other communications to any\nparty hereunder shall be in writing (including facsimile or similar\nwriting) and shall be given,\n\n(a)               if to Parent or Merger Subsidiary, to:\n\n                           General Electric Company\n                           3135 Easton Turnpike, W3\n                           Fairfield, Connecticut  06431\n                           Attention:  Senior Counsel - Transactions\n                           Facsimile No.:  (203) 373-3008\n\n\n                           with a copy to:\n\n                           Shearman &amp; Sterling\n                           599 Lexington Avenue\n                           New York, New York  10022\n                           Attention:  John A. Marzulli Jr., Esq.\n                           Facsimile No.:  (212) 848-7179\n\n\n(b)               if to Honeywell, to:\n\n                           Honeywell International Inc.\n                           101 Columbia Road\n                           P.O. Box 4000\n                           Morristown, New Jersey  07962-2497\n                           Attention:  Peter M. Kreindler, Esq.,\n                                       Senior Vice President and \n                                       General Counsel\n                           Facsimile No.: (973) 455-4217\n\n\n                           with a copy to:\n\n                  Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                           Four Times Square\n                           New York, New York  10036-6522\n                           Attention:  Peter Allan Atkins, Esq.\n                                       David J. Friedman, Esq.\n                           Facsimile No.:  (212) 735-2000\n\nor such other address or facsimile number as such party may hereafter\nspecify for the purpose by notice to the other parties. Each such notice,\nrequest or other communication shall be effective (a) if given by\nfacsimile, when such facsimile is transmitted to the facsimile number\nspecified in this Section and the appropriate facsimile confirmation is\nreceived or (b) if given by any other means, when delivered at the address\nspecified in this Section.\n\nSection 10.2   Non-Survival of Representations and Warranties. The\nrepresentations and warranties contained herein and in any certificate or\nother writing delivered pursuant hereto shall not survive the Effective\nTime.\n\nSection 10.3   Amendments; No Waivers.\n\n(a) Any provision of this Agreement (including the Exhibit and Schedules\nhereto) may be amended or waived prior to the Effective Time at any time\nprior to or after the receipt of the Honeywell Stockholder Approval, if,\nand only if, such amendment or waiver is in writing and signed, in the case\nof an amendment, by Honeywell, Parent and Merger Subsidiary, or in the case\nof a waiver, by the party against whom the waiver is to be effective;\nprovided that after the receipt of any such approval, if any such amendment\nor waiver shall by law or in accordance with the rules and regulations of\nany relevant securities exchange requires further approval of stockholders,\nthe effectiveness of such amendment or waiver shall be subject to the\nnecessary stockholder approval.\n\n(b) No failure or delay by any party in exercising any right, power or\nprivilege hereunder shall operate as a waiver thereof nor shall any single\nor partial exercise thereof preclude any other or further exercise thereof\nor the exercise of any other right, power or privilege. The rights and\nremedies herein provided shall be cumulative and not exclusive of any\nrights or remedies provided by law.\n\nSection 10.4   Expenses. Except as otherwise agreed to in writing by the\nparties, all costs and expenses incurred in connection with this Agreement\nand the transactions contemplated by this Agreement shall be paid by the\nparty incurring such cost or expense, except that (a) the filing fees in\nrespect to filings made pursuant to the HSR Act, the EC Merger Regulation\nand all similar filings in other jurisdictions, (b) filing fees in\nconnection with the filing with the SEC of the Form S-4 and the Proxy\nStatement\/Prospectus, (c) all printing, mailing and related expenses\nincurred in connection with printing and mailing of the Form S-4 and the\nProxy Statement\/Prospectus and (d) all other expenses not directly\nattributable to any one of the parties, shall be shared equally by Parent\nand Honeywell.\n\nSection 10.5   Successors and Assigns. The provisions of this Agreement shall\nbe binding upon and inure to the benefit of the parties hereto and their\nrespective successors and assigns; provided that no party may assign,\ndelegate or otherwise transfer any of its rights or obligations under this\nAgreement without the consent of the other parties hereto except that\nMerger Subsidiary may transfer or assign, in whole or from time to time in\npart, to one or more of its affiliates, its rights under this Agreement,\nbut any such transfer or assignment will not relieve Merger Subsidiary of\nits obligations hereunder.\n\nSection 10.6   Governing Law. This Agreement shall be construed in accordance\nwith and governed by the law of the State of Delaware, without regard to\nprinciples of conflicts of law.\n\nSection 10.7   Jurisdiction. Any suit, action or proceeding seeking to\nenforce any provision of, or based on any matter arising out of or in\nconnection with, this Agreement or the transactions contemplated hereby or\nthereby may be brought in any federal or state court located in the State\nof Delaware, and each of the parties hereby consents to the jurisdiction of\nsuch courts (and of the appropriate appellate courts therefrom) in any such\nsuit, action or proceeding and irrevocably waives, to the fullest extent\npermitted by law, any objection which it may now or hereafter have to the\nlaying of the venue of any such suit, action or proceeding in any such\ncourt or that any such suit, action or proceeding which is brought in any\nsuch court has been brought in an inconvenient forum. Process in any such\nsuit, action or proceeding may be served on any party anywhere in the\nworld, whether within or without the jurisdiction of any such court.\nWithout limiting the foregoing, each party agrees that service of process\non such party as provided in Section 10.1 shall be deemed effective service\nof process on such party.\n\nSection 10.8   Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY\nIRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL\nPROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS\nCONTEMPLATED HEREBY.\n\nSection 10.9   Counterparts; Effectiveness. This Agreement may be signed in\nany number of counterparts, each of which shall be an original, with the\nsame effect as if the signatures thereto and hereto were upon the same\ninstrument. This Agreement shall become effective when each party hereto\nshall have received counterparts hereof signed by all of the other parties\nhereto.\n\nSection 10.10  Entire Agreement; No Third Party Beneficiaries. This\nAgreement (including the Exhibit and Schedules), the Option Agreement and\nthe Confidentiality Agreement constitute the entire agreement between the\nparties with respect to the subject matter of this Agreement and supersede\nall prior agreements and understandings, both oral and written, between the\nparties with respect to the subject matter hereof and thereof. Except as\nprovided in Section 6.2(d), no provision of this Agreement or any other\nagreement contemplated hereby is intended to confer on any Person other\nthan the parties hereto any rights or remedies. Section 10.11 Captions. The\ncaptions herein are included for convenience of reference only and shall be\nignored in the construction or interpretation hereof.\n\nSection 10.12  Severability. If any term, provision, covenant or restriction\nof this Agreement is held by a court of competent jurisdiction or other\nauthority to be invalid, void or unenforceable, the remainder of the terms,\nprovisions, covenants and restrictions of this Agreement shall remain in\nfull force and effect and shall in no way be affected, impaired or\ninvalidated so long as the economic or legal substance of the transactions\ncontemplated hereby is not affected in any manner materially adverse to any\nparty. Upon such a determination, the parties shall negotiate in good faith\nto modify this Agreement so as to effect the original intent of the parties\nas closely as possible in an acceptable manner in order that the\ntransactions contemplated hereby be consummated as originally contemplated\nto the fullest extent possible.\n\n\n\n                  IN WITNESS WHEREOF, the parties hereto have caused this\nAgreement to be duly executed by their respective authorized officers as of\nthe day and year first above written.\n\n                                        GENERAL ELECTRIC COMPANY\n\n\n                                        By:    \/s\/ John F. Welch, Jr.\n                                               ______________________________\n                                               Name:  John F. Welch, Jr.\n                                               Title: Chairman and CEO\n\n\n\n                                        HONEYWELL INTERNATIONAL INC.\n\n\n                                        By:    \/s\/ Michael E. Bonsignore\n                                               ______________________________\n                                               Name:  Michael E. Bonsignore\n                                               Title: Chairman and CEO\n\n\n\n                  IN WITNESS WHEREOF, the undersigned has caused this\nAgreement to be duly executed by its authorized officers as of this __ day\nof October, 2000.\n\n\n                                        MERGER SUBSIDIARY\n\n\n                                        By:    ______________________________\n                                               Name:\n                                               Title:\n\n\n\n                                                                      EXHIBIT A\n\n\n\n                        Honeywell International Inc.\n                              Affiliate Letter\n\n\nGeneral Electric Company\n3135 Easton Turnpike, W3\nFairfield, Connecticut  06431\n\n\nLadies and Gentlemen:\n\n                  I have been advised that as of the date of this letter I\nmay be deemed to be an \"affiliate\" of Honeywell International Inc., a\nDelaware corporation (\"Honeywell\"), as the term \"affiliate\" is (i) defined\nfor purposes of paragraphs (c) and (d) of Rule 145 of the rules and\nregulations (the \"Rules and Regulations\") of the Securities and Exchange\nCommission (the \"Commission\") under the Securities Act of 1933, as amended\n(the \"Securities Act\"), and\/or (ii) used in and for purposes of Accounting\nSeries, Releases 130 and 135, as amended, of the Commission. Pursuant to\nthe terms of the Agreement and Plan of Merger, dated as of October 22, 2000\n(the \"Merger Agreement\"), between Honeywell and General Electric Company, a\nNew York corporation (\"Parent\"), a newly formed Delaware corporation and a\nwholly owned subsidiary of Parent (\"Merger Subsidiary\"), Merger Subsidiary\nwill be merged with and into Honeywell (the \"Merger\").\n\n                  As a result of the Merger, I may receive shares of common\nstock, par value $0.06 per share, of Parent (the \"Parent Common Stock\") in\nexchange for shares owned by me of common stock, par value $1.00 per share,\nof Honeywell (or upon the exercise of options for such shares of\nHoneywell).\n\n                  I hereby represent and warrant to, and covenant with,\nParent that in the event I receive any Parent Common Stock as a result of\nthe Merger:\n\n                  1.  I shall not make any sale, transfer or other disposition \nof the Parent Common Stock in violation of the Securities Act or the Rules and \nRegulations.\n\n                  2. I have carefully read this letter and the Merger\nAgreement and discussed the requirements of such documents and other\napplicable limitations upon my ability to sell, transfer or otherwise\ndispose of the Parent Common Stock, to the extent I felt necessary, with my\ncounsel or counsel for Honeywell.\n\n                  3. I have been advised that the issuance of Parent Common\nStock to me pursuant to the Merger has been, or will be, registered with\nthe Commission under the Securities Act on a Registration Statement on Form\nS-4. However, I have also been advised that, since at the time the Merger\nwas submitted for a vote of the stockholders of Honeywell, (i) I may be\ndeemed to have been an affiliate of Honeywell and (ii) the distribution by\nme of the Parent Common Stock has not been registered under the Securities\nAct, I may not sell, transfer or otherwise dispose of the Parent Common\nStock issued to me in the Merger unless (x) such sale, transfer or other\ndisposition has been registered under the Securities Act, (y) such sale,\ntransfer or other disposition is made in conformity with Rule 145 (as such\nrule may be hereafter amended) promulgated by the Commission under the\nSecurities Act, or (z) Parent shall have received either opinion of\ncounsel, which opinion and counsel shall be reasonably acceptable to\nParent, or a \"no action\" letter obtained by me from the staff of the\nCommission, to the effect that such sale, transfer or other disposition is\notherwise exempt from registration under the Securities Act.\n\n                  4. I understand that Parent is under no obligation to\nregister the sale, transfer or other disposition of the Parent Common Stock\nby me or on my behalf under the Securities Act or to take any other action\nnecessary in order to make compliance with an exemption from such\nregistration available.\n\n                  5. I also understand that stop transfer instructions will\nbe given to Parent's transfer agents with respect to the Parent Common\nStock and that there will be placed on the certificates for the Parent\nCommon Stock issued to me, or any substitutions therefor, a legend stating\nin substance:\n\n                  \"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED\n                  IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE\n                  SECURITIES ACT OF 1933 APPLIES, AND MAY ONLY BE SOLD OR\n                  OTHERWISE TRANSFERRED (I) IN COMPLIANCE WITH THE\n                  REQUIREMENTS OF RULE 145 OR PURSUANT TO A REGISTRATION\n                  STATEMENT UNDER THAT ACT OR AN EXEMPTION FROM SUCH\n                  REGISTRATION AND (II) AFTER GENERAL ELECTRIC COMPANY\n                  (\"GE\") SHALL HAVE PUBLISHED FINANCIAL RESULTS COVERING AT\n                  LEAST 30 DAYS OF COMBINED OPERATIONS OF GE AND HONEYWELL\n                  INTERNATIONAL INC.\"\n\n                  6. I also understand that unless the transfer by me of my\nParent Common Stock has been registered under the Securities Act or is a\nsale made in conformity with the provisions of Rule 145, Parent reserves\nthe right to place the following legend on the certificates issued to my\ntransferee:\n\n                  \"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\n                  REGISTERED UNDER THE SECURITIES ACT OF 1933 AND WERE\n                  ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A\n                  TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE\n                  SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE BEEN\n                  ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE\n                  IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE\n                  MEANING OF THE SECURITIES ACT OF 1933 AND MAY NOT BE\n                  SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN\n                  ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION\n                  REQUIREMENTS OF THE SECURITIES ACT OF 1933.\"\n\n                  It is understood and agreed that the legends set forth in\nparagraphs 4 and 5 above shall be removed by delivery of substitute\ncertificates without such legend if such legend is not required for\npurposes of the Securities Act or this Agreement. It is understood and\nagreed that such legends and the stop orders referred to above will be\nremoved if (i) evidence or representations satisfactory to Parent that the\nParent Common Stock represented by such certificates are being or have been\nsold in a transaction made in conformity with the provisions of Rule 145(d)\n(as such rule may be hereafter amended) or (ii) Parent has received either\nan opinion of counsel, which opinion and counsel shall be reasonably\nsatisfactory to Parent, or a \"no action\" letter obtained by me from the\nstaff of the Commission, to the effect that the restrictions imposed by\nRule 145 under the Securities Act no longer apply to me.\n\n                  I further represent and warrant to, and covenant with,\nParent that I will not sell, transfer or otherwise dispose of or reduce my\nrisk (as contemplated by the Commission Accounting Series Release No. 135)\nwith respect to shares of the capital stock of Honeywell and\/or Parent,\nincluding, without limitation, Parent Common Stock received by me in the\nMerger, that I may hold during the 30 day period prior to the Effective\nTime (as defined in the Merger Agreement) and after the Effective Time\nuntil after such time as combined financial results (including combined\nsales and net income figures) covering at least 30 days of combined\noperations of Honeywell and Parent have been published by Parent, in the\nform of a quarterly earnings report, an effective registration statement\nfiled with the Commission, a report to the Commission on Form 10-K, 10-Q or\n8-K, or any other public filing or announcement which includes such\ncombined results of operations.\n\n                  This letter agreement shall be governed by and construed\nin accordance with the laws of the State of Delaware. This letter agreement\nshall terminate if and when the Merger Agreement is terminated according to\nits terms.\n\n                  Execution of this letter should not be considered an\nadmissions on my part that I am an \"affiliate\" of Honeywell as described in\nthe first paragraph of this letter, or as a waiver of any rights I may have\nto object to any claim that I am such an affiliate on or after the date of\nthis letter.\n\n                                           Very truly yours,\n\n                                           -----------------------------\n                                           Name:\nAccepted this __ day of\n\n_________, 2000 by\n\n\nGENERAL ELECTRIC COMPANY\n\n\n\nBy:      ____________________________\nName:\nTitle:\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7615,7791],"corporate_contracts_industries":[9473,9452],"corporate_contracts_types":[9622,9626],"class_list":["post-43072","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-electric-co","corporate_contracts_companies-honeywell-international-inc","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43072","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43072"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43072"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43072"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43072"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}