Honeywell Board of Directors Proposes Annual Election of Directors and Elimination of Supermajority Voting Provisions

MORRIS TOWNSHIP, N.J.--Dec. 1, 20046, 2004--Honeywell today announced that its Board of Directors voted to submit proposals to shareowners that would eliminate the company's classified Board structure and the supermajority voting provisions in the company's Certificate of Incorporation and By-laws.

Honeywell Chairman and CEO Dave Cote said, "Following a thorough review, the Board of Directors and its Corporate Governance and Responsibility Committee have determined that it is appropriate to recommend the annual election of Directors and the elimination of supermajority voting provisions."

Under the current classified Board structure, the Board is divided into three classes. Directors of each class are elected to a three-year term, with approximately a third of the Board standing for election each year. If shareowners approve the proposal to eliminate the classified Board structure at the 2005 Annual Meeting of Shareholders, the entire Board will stand for election each year, commencing at the 2006 Annual Meeting.

The company's current supermajority voting provisions call for the affirmative vote of at least 80 percent of the outstanding shares of the company's common stock with respect to the elimination of the classified board structure and the amendment of a limited number of other provisions of the Certificate of Incorporation and By-laws. If the proposal is adopted, the shareholder approval threshold for amendments to these provisions would be reduced to a majority of the outstanding shares of the company's common stock.

These proposals will be considered at the 2005 Annual Meeting of Shareholders to be held April 25, 2005. Each of these proposals will require at least an 80 percent vote of the outstanding shares of the company's common stock in order to be approved. A full description of each of these proposals will be contained in the company's proxy statement, which will be available on or about March 14, 2005.

Honeywell International is a $25 billion diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; automotive products; turbochargers; and specialty materials. Based in Morris Township, N.J., Honeywell's shares are traded on the New York, London, Chicago and Pacific Stock Exchanges. It is one of the 30 stocks that make up the Dow Jones Industrial Average and is also a component of the Standard & Poor's 500 Index. For additional information, please visit www.honeywell.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.