On July 29, 2005, the Management Development and Compensation Committee of the Board of Directors of Honeywell International Inc. approved the amendment of the following employee benefit plans (collectively, the “Plans”): (i) the Salary and Incentive Award Deferral Plan for Selected Employees of Honeywell International Inc. and its Affiliates (the “Deferral Plan”); (ii) the Supplemental Non-Qualified Savings Plan for Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries (Career Band 6 and Above) (the “Executive Savings Plan”); and (iii) the Supplemental Non-Qualified Savings Plan for Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries (Career Band 5 and Below) (the “Savings Plan”).

The Plans are nonqualified deferred compensation plans that Honeywell International Inc. (the “Corporation”) and its affiliates maintain for the benefit of their executive officers and certain other employees. The purpose of the amendments is to conform the Plans to the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to simplify the administration of the Plans and to reduce the long-term cost of the Plans to the Corporation.

The amendments will (i) merge the Executive Savings Plan and the Savings Plan (the “Merged Savings Plan”), (ii) eliminate the ability to make future deferral elections for base annual salary under the Deferral Plan, (iii) increase the maximum percentage of base salary that may be deferred under the Merged Savings Plan from 17% to 25%, (iv) change the rate of notional interest credited to a participant’s deferred amounts from a rate set annually to a fully vested rate based on the Corporation’s annual cost of borrowing at a fixed rate for a 15-year term, (v) vest and distribute to certain participants in the Deferral Plan unvested notional interest that relates to amounts deferred between 2002 and 2005 , and (vi) limit the form of distribution to a lump sum payment, or for a retired participant, to two to ten annual installments, with payment to be made or begin as of the first January permitted under section 409A of the Code following a participant’s termination of employment. These amendments are subject to additional amendments that may be necessary or desirable to conform, or to simplify the administration of, the Plans in light of section 409A of the Code and additional interpretive guidance that is expected to be issued by the U.S. Treasury Department in the future. The amendments are generally effective for amounts deferred on or after January 1, 2006.

Copies of the amended and restated Plans will be filed as exhibits to the Corporation’s Form 10-Q for the quarter ended September 30, 2005.