THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Honeywell International Inc. (HON)

3/13/2006 Proxy Information

Applicable Policies and Procedures. Article EIGHTH of Honeywell's Certificate of Incorporation provides that a related or interested party transaction (e.g., a transaction between the Company and a director, officer or shareowner of the Company or another party in which they have an interest) shall not be void or voidable if such transaction is duly authorized or ratified by a majority of the disinterested members of the Board of Directors. Furthermore, the Honeywell Code of Business Conduct requires that each director and executive officer is required to report to the Board of Directors any relationship or transaction that may create or appear to create a conflict between the personal interests of the individual and the interests of the Company. The Board or responsible Committee thereof must review any potential conflict and determine whether any action is required, including whether to authorize, ratify or direct the unwinding of the relationship or transaction under consideration, as well as ensure that appropriate controls are in place to protect the Company and its shareowners. In order to ensure that all material relationships and related party transactions have been identified, reviewed and disclosed in accordance with applicable policies, procedures and regulations, each director and officer completes a questionnaire at the end of each fiscal year that requests confirmation that there are no material relationships or related party transactions between such individuals and the Company other than those previously disclosed to the Company.

Related Party Transaction. The Honeywell ADI business leases its administrative office building in Melville, New York at a market value rent of $788,000 per year. Subsequent to the time that ADI entered into this lease, the property was acquired by a partnership known as “New Island Holdings.” Mr. Fradin, President and Chief Executive Officer, Honeywell Automation and Controls, is a limited partner, holding a twelve percent ownership interest, in New Island Holdings. The terms of the lease have not been changed since the original negotiation between ADI and the prior owner.

3/14/2005 Proxy Information

Lawrence A. Bossidy was Chairman of Honeywell International, Inc. from July 2001 to June 2002, Chief Executive Officer from July 2001 to February 2002 and served as Chairman and Chief Executive Officer from December 1999 to April 2000.

The Honeywell ADI business leases its administrative office building in Melville, New York at a market value rent of $788,000 per year. Subsequent to the time that ADI entered into this lease, the property was acquired by a partnership known as “New Island Holdings.” Mr. Fradin, President and Chief Executive Officer, Honeywell Automation and Controls, is a limited partner, holding a twelve percent ownership interest, in New Island Holdings. The terms of the lease have not been changed since the original negotiation between ADI and the prior owner.

3/15/2004 Proxy Information

In December 2000, in connection with certain tax planning for Honeywell, Honeywell secured supplemental retirement payments for its former Chief Financial Officer, Richard F. Wallman, by funding them through an escrow arrangement. By securing the payments, Mr. Wallman’s tax liability was accelerated and Honeywell loaned Mr. Wallman at that time an amount equal to the related withholding tax obligation ($765,450). The loan bore interest at 5.53 percent compounded semiannually and was due December 31, 2004. In connection with his retirement, Mr. Wallman repaid the entire outstanding amount of the loan, principal and interest, in the amount of $894,121, on October 27, 2003.

3/17/2003 Proxy Information

In December 2000, in connection with certain tax planning for Honeywell, we secured supplemental retirement payments for Mr. Wallman by funding them through an escrow arrangement. By securing the payments, Mr. Wallman's tax liability was accelerated and we loaned Mr. Wallman at that time an amount equal to the related withholding tax obligation ($765,450). The loan bears interest at 5.53 percent compounded semiannually and is due December 31, 2004. At February 28, 2003, the amount of the loan outstanding to Mr. Wallman was $885,375.