Honeywell to Propose Charter Amendment to Give Shareowners Right to Call Special Meeting

MORRIS TOWNSHIP, N.J., Dec. 10 /PRNewswire-FirstCall/ -- Honeywell (NYSE:HON) today announced that its Board of Directors voted to submit a proposal to shareowners to amend the company's Certificate of Incorporation to give holders of 25 percent or more of Honeywell's common stock the right to call a special meeting of shareowners. Currently, only the CEO or a majority of the Board may call a special meeting of shareowners.

"Following a thorough review, the Board of Directors and its Corporate Governance and Responsibility Committee have determined that it is appropriate to recommend this change to the shareowners," said Honeywell Chairman and CEO Dave Cote.

This proposal will be considered at the 2008 Annual Meeting of Shareholders to be held April 28, 2008. A full description of each of these proposals will be contained in the company's proxy statement, which will be available in March 2008. The Board also approved related amendments to the By-laws, which would become effective upon shareowner approval of the proposal to amend the Certificate of Incorporation.

Honeywell International is a $34 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 and Chicago 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

This release contains certain statements that may be deemed "forward- looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, that address activities, events or developments that we or our management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. The forward-looking statements included in this release are also subject to a number of material risks and uncertainties, including but not limited to economic, competitive, governmental, and technological factors affecting our operations, markets, products, services and prices. Such forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements.

    Media                             Investor Relations
    Robert C. Ferris                  Murray Grainger
    (973) 455-3388                    (973) 455-2222

Source: Honeywell

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