Honeywell and GTCR Golder Rauner, LLC Announce Sale of Honeywell Security Monitoring to GTCR Fund VIII

MORRIS TOWNSHIP, N.J.--May 3, 2004--

Sale Supports Honeywell's Strategic Focus on Higher-Growth Security Products, Solutions; GTCR to Operate Business as Stand-Alone Enterprise with Current Management

Honeywell International and GTCR Golder Rauner, LLC, a leading private equity firm, announced today a definitive agreement for the sale of Honeywell Security Monitoring to GTCR Fund VIII, L.P. for $315.5 million in cash. The business will operate as an independent entity following the closing of the transaction. The transaction, which is subject to regulatory approval under the Hart-Scott-Rodino Act and customary closing conditions, is expected to be completed by the end of June.

"This sale is consistent with our strategy to focus on higher-growth security products and high-end integrated solutions," said Roger Fradin, president and chief executive officer of Honeywell's Automation and Control Solutions segment. "This business has been a non-core asset and it will be more valuable in the hands of an owner committed to its growth. We sought -- and found -- a buyer that recognizes the value of this business and wants to invest in its growth."

Founded in 1980 and based in Chicago, GTCR Golder Rauner is a leading private equity investment firm and long-term strategic partner for outstanding management teams. GTCR currently manages more than $6 billion of equity capital invested in a wide range of companies and industries.

"Honeywell Security Monitoring is a strong organization that enjoys an excellent reputation in the security monitoring industry. It's a premier platform in an industry we know well and have had much success." said David Donnini, Senior Principal of GTCR. "The management team of Honeywell Security Monitoring has done an outstanding job in building this company, and we are excited to work with them to take advantage of the many strong growth opportunities for this business."

Honeywell Security Monitoring is a leading provider of security services, including burglary and fire protection, access control, video surveillance, maintenance and monitoring. Its approximately 800 employees work at more than 45 branch locations, including the business' ProtectionNet Monitoring Center, serving more than 120,000 commercial and residential customers throughout the United States.

Under the terms of the agreement, the business will continue to market itself under the Honeywell brand on a transitional basis after the date of closing.

About Honeywell International

Honeywell is a $23 billion diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; turbochargers; automotive products; specialty chemicals; fibers; and electronic and advanced materials. Based in Morris Township, N.J., Honeywell is one of 30 stocks that make up the Dow Jones Industrial Average and is a component of the Standard & Poor's 500 Index. Its shares are traded on the New York Stock Exchange under the symbol HON, as well as on the London, Chicago and Pacific Stock Exchanges. For more about Honeywell, visit www.honeywell.com. Honeywell's Automation and Control Solutions group is a global leader in providing product and service solutions that improve efficiency and profitability, support regulatory compliance, and maintain safe, comfortable environments in homes, buildings and industry.

About GTCR Golder Rauner, LLC

Founded in 1980, GTCR Golder Rauner, LLC is a leading private equity investment firm and long-term strategic partner for outstanding management teams. The Chicago-based firm pioneered the investment strategy of identifying and partnering with exceptional executives to acquire and build companies through a combination of acquisitions and strong internal growth. GTCR currently manages more than $6 billion of equity capital invested in a wide range of companies and industries. More information about GTCR can be found at www.gtcr.com.

This release contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, including statements about future business operations, financial performance and market conditions. Such forward-looking statements involve risks and uncertainties inherent in business forecasts as further described in our filings under the Securities Exchange Act.