AMENDMENT TO THE
                          1993 STOCK PLAN FOR EMPLOYEES
                         OF HONEYWELL INTERNATIONAL INC.
                          [FORMERLY ALLIEDSIGNAL INC.]
                               AND ITS AFFILITATES


         The 1993 Stock Plan for Employees of Honeywell International Inc. and
its Affiliates (the "1993 Plan") is hereby amended to clarify and conform the
1993 Plan to certain administrative practices and determinations, as follows:

1.       The following definitions shall be added to paragraph 2 of the Plan:

         Cause. Cause for termination by the Company of an employee's employment
         shall have the meaning set forth in the severance plan of the Company
         applicable to the employee, or, if the employee is not covered under
         such a plan, Cause shall have the meaning set forth in the Severance
         Pay Plan for Designated Employees of Honeywell International Inc.
         (Career Bands 1-4).

         Potential Change in Control Period. A "Potential Change in Control
         Period" shall commence when: (a) the company enters into an agreement,
         the consummation of which would result in the occurrence of a Change in
         control or otherwise result in an Acceleration Date (other than solely
         pursuant to Section 12(g) hereof); (b) the Company or any person or
         group publicly announces an intention to take or to consider taking
         actions which, if consummated, would constitute a Change in Control or
         otherwise result in an Acceleration Date (other than solely pursuant to
         Section 12(g) hereof); (c) any person or group (other than the Company,
         any subsidiary or any savings, pension or other benefit plan for the
         benefit of employees of the Company or its subsidiaries) becomes the
         beneficial owner, directly or indirectly, of securities of the Company
         representing 15% or more of either the then outstanding shares of
         common stock of the company or the combined voting power of the
         company's then outstanding securities (not including in the securities
         beneficially owned by such person or group any securities acquired
         directly from the Company or its Affiliates); or (d) the Board of
         Directors of the company adopts a resolution to the effect that, for
         purposes of the 1993 Plan, a Potential Change in Control Period has
         commenced. The Potential Change in Control Period shall continue until
         the earlier of (i) an Acceleration Date (other than an Acceleration
         Date occurring solely pursuant to Section 129g0 hereof) of (ii) the
         adoption by the Board of Directors of the Company of a resolution
         stating that, for purposes of the 1993 Plan, the Potential Change in
         Control Period has expired.

2.       The 1993 Plan shall be amended by capitalizing each existing reference
         to "cause" in the 1993 Plan, so that such references apply to the
         defined term "Cause", which has been added to the 1993 Plan pursuant to
         paragraph 1 of this Amendment.

3.       The following sentence shall be added to the end of paragraph 15(b) of
         the 1993 Plan:


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                  An employee participating in any tax-qualified retirement plan
                  of the Company or an Affiliate which does not specify an early
                  retirement age shall be deemed to have terminated due to a
                  Retirement for purposes of this paragraph 15(b) upon the
                  attainment by such employee of age 55 and 10 years of service
                  with the Company or an Affiliate.

4.       Paragraph 19 of the 1993 Plan shall be amended by adding the following
         sentence to the end thereof:

                  Further, during a Potential Change in Control Period and
                  during a period of two years following the occurrence of an
                  Acceleration Date (other than an Acceleration Date that is
                  deemed to occur with respect to an Award holder solely by
                  virtue of Section 12(g)), the Plan may not be amended in any
                  manner adverse to the interests of Plan Participants.


This Amendment to the 1993 Plan shall be effective as of December 21, 2001.













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