HONEYWELL INTERNATIONAL INC

PROPOSAL 4:

REVERSE STOCK SPLIT PROPOSAL

This section of this Proxy Statement describes the proposal (the “Reverse Stock Split Proposal”) to adopt and approve an amendment to our Amended and Restated Certificate of Incorporation to effect, at the discretion of the Board at any time prior to the one-year anniversary of the Annual Meeting, the following:

•a reverse stock split at a ratio of 1-for-2 (referred to as the “Reverse Stock Split”) and

•contemporaneously with the Reverse Stock Split, a corresponding proportionate reduction in the total number of shares of Honeywell common stock authorized for issuance under our Amended and Restated Certificate of Incorporation (referred to as the “Authorized Share Reduction”).

The Reverse Stock Split and the Authorized Share Reduction are collectively referred to as the “Reverse Stock Split Amendment”, and the form of such amendment is set forth in Appendix B and is referred to as the “Certificate of Amendment”.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.