SEC Filing | Honeywell International Inc.

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________________________________________________________________________________ ________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8974 Honeywell International Inc. (Exact name of registrant as specified in its charter)

DELAWARE 22-2640650 - --------------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 Columbia Road Morris Township, New Jersey 07962 - --------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (973) 455-2000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered - --------------------------------------- ------------------------------------ Common Stock, par value $1 per share* New York Stock Exchange Chicago Stock Exchange Pacific Exchange Zero Coupon Serial Bonds due 2009 New York Stock Exchange 9 1/2% Debentures due June 1, 2016 New York Stock Exchange

- --------- * The common stock is also listed for trading on the London stock exchange. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes X No _ The aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately $23.1 billion at June 30, 2003. There were 858,794,651 shares of Common Stock outstanding at February 27, 2004. Documents Incorporated by Reference Part I and II: Annual Report to Shareowners for the Year Ended December 31, 2003. Part III: Proxy Statement for Annual Meeting of Shareowners to be held April 26, 2004. ________________________________________________________________________________ ________________________________________________________________________________

TABLE OF CONTENTS

- --------- This report 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 report 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.

PART I. Item 1. Business Honeywell International Inc. (Honeywell) is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and services, control, sensing and security technologies for buildings, homes and industry, automotive products, specialty chemicals, fibers, and electronic and advanced materials. Honeywell was incorporated in Delaware in 1985. We maintain an internet website at http://www.honeywell.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, are available free of charge on our website under the heading 'Investor Relations' (see 'SEC Filings') immediately after they are filed with, or furnished to, the Securities and Exchange Commission (SEC). Honeywell's Code of Business Conduct, Corporate Governance Guidelines and Charters of the Committees of the Board of Directors are also available, free of charge, on our website under the heading 'Investor Relations' (see 'Corporate Governance'), or by writing to Honeywell, 101 Columbia Road, Morris Township, New Jersey 07962, c/o Vice President and Corporate Secretary. Honeywell's Code of Business Conduct applies to all Honeywell directors, officers (including the Chief Executive Officer, Chief Financial Officer and Controller) and employees. Major Businesses We globally manage our business operations through strategic business units, which have been aggregated under four reportable segments: Aerospace, Automation and Control Solutions, Specialty Materials and Transportation Systems. Financial information related to our reportable segments is included in Note 23 of Notes to Financial Statements in our 2003 Annual Report to Shareowners which is incorporated herein by reference. Following is further information about our four reportable segments which are comprised of various strategic business units and product classes that serve multiple end markets:

Aerospace Sales Our sales to aerospace customers were 38, 40 and 41 percent of our total sales in 2003, 2002 and 2001, respectively. Our sales to commercial aerospace original equipment manufacturers were 7, 9 and 12 percent of our total sales in 2003, 2002 and 2001, respectively. If there were a large decline in sales of aircraft that use our components, operating results could be negatively impacted. In addition, our sales to commercial aftermarket customers of aerospace products and services were 15, 16 and 16 percent of our total sales in 2003, 2002 and 2001, respectively. If there were a large decline in the number of global flying hours or landings for aircraft that use our components or services, operating results could be negatively impacted. The terrorist attacks on September 11, 2001 resulted in an abrupt downturn in the aviation industry which was already negatively impacted by a weak economy. This dramatic downturn in the commercial air transport industry continued to adversely impact the operating results of our Aerospace segment in 2003. U.S. Government Sales Sales to the U.S. Government (principally by our Aerospace segment), acting through its various departments and agencies and through prime contractors, amounted to $2,595, $2,277 and $2,491 million in 2003, 2002 and 2001, respectively, which included sales to the U.S. Department of Defense, as a prime contractor and subcontractor, of $2,269, $1,833 and $1,631 million in 2003, 2002 and 2001, respectively. U.S. defense spending increased in 2003 and is also expected to increase in 2004. In addition to normal business risks, companies engaged in supplying military and other equipment to the U.S. Government are subject to unusual risks, including dependence on Congressional appropriations and administrative allotment of funds, changes in governmental procurement legislation and regulations and other policies that may reflect military and political developments, significant changes in contract scheduling, complexity of designs and the rapidity with which they become obsolete, necessity for constant design improvements, intense competition for U.S. Government business necessitating increases in time and investment for design and development, difficulty of forecasting costs and schedules when bidding on developmental and highly sophisticated technical work and other factors characteristic of the industry. Changes are customary over the life of U.S. Government contracts, particularly development contracts, and generally result in adjustments of contract prices. 7

We, like other government contractors, are subject to government investigations of business practices and compliance with government procurement regulations. Although such regulations provide that a contractor may be suspended or barred from government contracts under certain circumstances, and the outcome of pending government investigations cannot be predicted with certainty, we are not currently aware of any such investigations that we expect, individually or in the aggregate, will have a material adverse effect on us. In addition, we have a proactive business compliance program designed to ensure compliance and sound business practices. Backlog Our total backlog at year-end 2003 and 2002 was $7,191 and $7,332 million, respectively. We anticipate that approximately $5,573 million of the 2003 backlog will be filled in 2004. We believe that backlog is not necessarily a reliable indicator of our future sales because a substantial portion of the orders constituting this backlog may be canceled at the customer's option. Competition We are subject to active competition in substantially all product and service areas. Competition is expected to continue in all geographic regions. Competitive conditions vary widely among the thousands of products and services provided by us, and vary country by country. Depending on the particular customer or market involved, our businesses compete on a variety of factors, such as price, quality, reliability, delivery, customer service, performance, applied technology, product innovation and product recognition. Brand identity, service to customers and quality are generally important competitive factors for our products and services, and there is considerable price competition. Other competitive factors for certain products include breadth of product line, research and development efforts and technical and managerial capability. While our competitive position varies among our products and services, we believe we are a significant competitor in each of our major product and service classes. However, a number of our products and services are sold in competition with those of a large number of other companies, some of which have substantial financial resources and significant technological capabilities. In addition, some of our products compete with the captive component divisions of original equipment manufacturers. International Operations We are engaged in manufacturing, sales, service and research and development mainly in the United States, Europe, Canada, Asia and Latin America. U.S. exports and foreign manufactured products are significant to our operations. U.S. exports comprised 10 percent of our total net sales in both 2003 and 2002. Foreign manufactured products and services, mainly in Europe, were 34 and 30 percent of our total net sales in 2003 and 2002, respectively. Our international operations, including U.S. exports, are potentially subject to a number of unique risks and limitations, including: fluctuations in currency value; exchange control regulations; wage and price controls; employment regulations; foreign investment laws; import and trade restrictions, including embargoes; and governmental instability. However, we have limited exposure in high risk countries and have taken action to mitigate these risks. Approximately 19 percent of total net sales of Aerospace-related products and services were exports of U.S. manufactured products and systems and performance of services such as aircraft repair and overhaul. Exports were principally made to Europe, Asia and Canada. Foreign manufactured products and services comprised 14 percent of total Aerospace net sales. Approximately 2 percent of total net sales of Automation and Control Solutions products were exports of U.S. manufactured products. Foreign manufactured products and services accounted for 48 percent of total net sales of Automation and Control Solutions. The principal manufacturing facilities outside the U.S. are in Europe, with less significant operations in Asia and Canada. Approximately 12 percent of total net sales of Specialty Materials were exports of U.S. manufactured products. Exports were principally made to Asia, Europe, Latin America and Canada. Foreign manufactured products comprised 28 percent of total net sales of Specialty Materials. The principal manufacturing facilities outside the U.S. are in Europe, with less significant operations in Asia and Canada. 8

Exports of U.S. manufactured products comprised 1 percent of total net sales of Transportation Systems products. Foreign manufactured products accounted for 62 percent of total net sales of Transportation Systems. The principal manufacturing facilities outside the U.S. are in Europe, with less significant operations in Asia, Latin America and Canada. Raw Materials The principal raw materials used in our operations are generally readily available. We experienced no significant or unusual problems in the purchase of key raw materials and commodities in 2003. We are not dependent on any one supplier for a material amount of our raw materials. However, we are highly dependent on our suppliers and subcontractors in order to meet commitments to our customers. In addition, many major components and product equipment items are procured or subcontracted on a sole-source basis with a number of domestic and foreign companies. We maintain a qualification and performance surveillance process to control risk associated with such reliance on third parties. While we believe that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects shortages or price increases may have in the future. The costs of certain key raw materials, including natural gas and benzene, in our Specialty Materials' business were at historically high levels in 2003 and are expected to remain at those levels in 2004. Based on current volume usage, a 10 percent increase in the year-end price of natural gas and benzene would increase our costs by $12 and $15 million, respectively. At present, we have no reason to believe a shortage of raw materials will cause any material adverse impact during 2004. Patents, Trademarks, Licenses and Distribution Rights Our business as a whole, and that of our strategic business units, are not dependent upon any single patent or related group of patents, or any licenses or distribution rights. We own, or are licensed under, a large number of patents, patent applications and trademarks acquired over a period of many years, which relate to many of our products or improvements to those products and which are of importance to our business. From time to time, new patents and trademarks are obtained, and patent and trademark licenses and rights are acquired from others. We also have distribution rights of varying terms for a number of products and services produced by other companies. In our judgment, those rights are adequate for the conduct of our business. We believe that, in the aggregate, the rights under our patents, trademarks and licenses are generally important to our operations, but we do not consider any patent, trademark or related group of patents, or any licensing or distribution rights related to a specific process or product to be of material importance in relation to our total business. We have registered trademarks for a number of our products, including such consumer brands as Honeywell, Prestone, FRAM, Anso, Autolite, Bendix King and Garrett. Research and Development Our research activities are directed toward the discovery and development of new products and processes, improvements in existing products and processes, and the development of new uses for existing products. Research and development expense totaled $751, $757 and $832 million in 2003, 2002 and 2001, respectively. The decrease in research and development expense in 2002 compared with 2001 related mainly to lower spending by our Aerospace segment due primarily to program completions and fewer new program launches by original equipment manufacturers. Customer-sponsored (principally the U.S. Government) research and development activities amounted to an additional $608, $603 and $697 million in 2003, 2002 and 2001, respectively. Environment We are subject to various federal, state and local government requirements regulating the discharge of materials into the environment or otherwise relating to the protection of the environment. It is our policy to comply with these requirements, and we believe that, as a general matter, our policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage, and of resulting financial liability, in connection with our business. Some risk of environmental damage is, however, inherent in some of our operations and products, as it is with other companies engaged in similar businesses. 9

We are and have been engaged in the handling, manufacture, use and disposal of many substances classified as hazardous or toxic by one or more regulatory agencies. We believe that, as a general matter, our policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage and personal injury, and that our handling, manufacture, use and disposal of these substances are in accord with environmental and safety laws and regulations. It is possible, however, that future knowledge or other developments, such as improved capability to detect substances in the environment or increasingly strict environmental laws and standards and enforcement policies, could bring into question our handling, manufacture, use or disposal of these substances. Among other environmental requirements, we are subject to the federal superfund law, and similar state laws, under which we have been designated as a potentially responsible party that may be liable for cleanup costs associated with various hazardous waste sites, some of which are on the U.S. Environmental Protection Agency's superfund priority list. Although, under some court interpretations of these laws, there is a possibility that a responsible party might have to bear more than its proportional share of the cleanup costs if it is unable to obtain appropriate contribution from other responsible parties, we have not had to bear significantly more than our proportional share in multi- party situations taken as a whole. In the matter entitled Interfaith Community Organization, et al. v. Honeywell International Inc., et al., the United States District Court for the District of New Jersey held in May 2003 that a predecessor Honeywell site located in Jersey City, New Jersey constituted an imminent and substantial endangerment and ordered Honeywell to conduct the excavation and transport for offsite disposal of approximately one million tons of chromium residue present at the site. Honeywell strongly disagrees with the Court's determinations and has appealed the Court's decision to the Third Circuit Court of Appeals. Per the Appeals Court's order, the parties are engaged in mediation. In October 2003, the District Court denied Honeywell's motion for a stay of certain aspects of its May 2003 order, and we are considering whether to appeal such ruling. The site at issue is one of twenty-one sites located in Jersey City, New Jersey which are the subject of an Administrative Consent Order (ACO) entered into with the New Jersey Department of Environmental Protection (NJDEP) in 1993. Under the ACO, Honeywell agreed to study and remediate these sites in accordance with NJDEP's directions, provided that the total costs of such studies and remediation do not exceed $60 million. Honeywell has cooperated with the NJDEP under the ACO and believes that decisions regarding site cleanups should be made by the NJDEP under the ACO. We are confident that proceeding under the ACO will ensure a safe remediation and allow the property to be placed back into productive use much faster and at a cost significantly less than the remedies required by the Court's order. We have not completed development of a remedial action plan for the excavation and offsite disposal directed under the Court's order and therefore are unable to estimate the cost of such actions. At trial, plaintiff's expert testified that the excavation and offsite disposal cost might be $400 million. However, there are significant variables in the implementation of the Court's order and depending on the method of implementation chosen, the estimate could increase or decrease. Prior to 2003, provisions were made in our financial statements as to remedial costs consistent with the ACO and during the three months ended June 30, 2003 we provided for additional costs which are likely to be incurred during the pendency of our appeal, which provisions do not assume excavation and offsite removal of chromium from the site. There are alternative outcomes and remedies beyond the scope of the ACO that could result from the remanding, reversal or replacement of the Court's decision and order. At this time, we can neither identify a probable alternative outcome nor reasonably estimate the cost of an alternative remedy. Although we expect the Court's decision and order to be remanded, reversed or replaced, should the remedies prescribed in the Court's decision and order ultimately be upheld, such outcome could have a material adverse impact on our consolidated results of operations or operating cash flows in the periods recognized or paid. We do not expect that this matter will have a material adverse effect on our consolidated financial position. In accordance with a 1992 consent decree with the State of New York, Honeywell is studying environmental conditions in and around Onondaga Lake (the Lake), in Syracuse, New York. The purpose of the study is to identify, evaluate and propose remedial measures that can be taken to remedy historic industrial contamination in the Lake. A predecessor company to Honeywell operated a 10

chemical plant which is alleged to have contributed mercury and other contaminants to the Lake and certain surrounding areas. In May 2003, Honeywell submitted to the New York State Department of Environmental Conservation (DEC) a draft Feasibility Study for the Lake and certain surrounding areas. In November 2003, the DEC issued formal comments on the Feasibility Study. Those comments include a request for further evaluation of remedies for the Lake and surrounding areas. Accordingly, pursuant to the consent decree, Honeywell is required to submit a revised Feasibility Study on or before May 3, 2004. Provisions have been made in our financial statements based on our expected revisions to our Feasibility Study. We do not expect that this matter will have a material adverse effect on our consolidated financial position. However, should the DEC ultimately require a substantially more extensive remedy than that expected to be proposed in the revised Feasibility Study and should Honeywell agree to undertake such a remedy, such outcome could have a material adverse impact on our consolidated results of operations and operating cash flows in the periods recognized or paid. During 2003, three incidents occurred at our Baton Rouge, Louisiana chemical plant including a release of chlorine, a release of antimony pentachloride which resulted in an employee fatality, and an employee exposure to hydrofluoric acid. As a result of these incidents, the United States Environmental Protection Agency (USEPA), Occupational Health and Safety Administration (OSHA), the Chemical Safety Board and state and local agencies commenced investigations. A number of potential government claims have been settled, including a $110,000 penalty paid to OSHA for citations arising from the incidents. The USEPA and Chemical Safety Board investigations are ongoing however no charges have been filed or claims asserted. Honeywell has been served with several civil lawsuits. We do not expect that these matters will have a material adverse effect on our consolidated financial position, consolidated results of operations or operating cash flows. Further information regarding environmental matters is included in Management's Discussion and Analysis of Financial Condition and Results of Operations of our 2003 Annual Report to Shareowners which is incorporated herein by reference. Employees We have approximately 108,000 employees at December 31, 2003, of which approximately 61,000 were located in the United States. Item 2. Properties We have over 1,000 locations consisting of plants, research laboratories, sales offices and other facilities. Our headquarters and administrative complex is located at Morris Township, New Jersey. Our plants are generally located to serve large marketing areas and to provide accessibility to raw materials and labor pools. Our properties are generally maintained in good operating condition. Utilization of these plants may vary with sales to customers and other business conditions; however, no major operating facility is significantly idle. We own or lease warehouses, railroad cars, barges, automobiles, trucks, airplanes and materials handling and data processing equipment. We also lease space for administrative and sales staffs. Our properties and equipment are in good operating condition and are adequate for our present needs. We do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities. 11

Our principal plants, which are owned in fee unless otherwise indicated, are as follows:

Aerospace --------- Glendale, AZ South Bend, IN Albuquerque, NM (partially leased) Olathe, KS Rocky Mount, NC Phoenix, AZ Minneapolis, MN Urbana, OH Tempe, AZ Plymouth, MN Redmond, WA (leased) Tucson, AZ Teterboro, NJ Toronto, Canada Torrance, CA (partially leased) Clearwater, FL Automation and Control Solutions -------------------------------- Phoenix, AZ Northford, CT Golden Valley, MN San Diego, CA Freeport, IL Juarez, Mexico Specialty Materials ------------------- Baton Rouge, LA Pottsville, PA Hopewell, VA Geismar, LA Columbia, SC Seelze, Germany Moncure, NC Chesterfield, VA Longlaville, France Transportation Systems ---------------------- Mexicali, Mexico Thaon-Les-Vosges, France Atessa, Italy Glinde, Germany Skelmersdale, United Kingdom

Item 3. Legal Proceedings We are subject to a number of lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. See a discussion of environmental, asbestos and other litigation matters in Note 21 of Notes to Financial Statements of our 2003 Annual Report to Shareowners which is incorporated herein by reference. Item 4. Submission of Matters to a Vote of Security Holders Not Applicable. Executive Officers of the Registrant The executive officers of Honeywell, listed as follows, are elected annually by the Board of Directors. There are no family relationships among them.

- --------- (a) Also a Director. 12

Part II. Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market and dividend information for Honeywell's common stock is included in Note 26 of Notes to Financial Statements of our 2003 Annual Report to Shareowners which is incorporated herein by reference. The number of record holders of our common stock at December 31, 2003 was 88,454. The following table summarizes Honeywell's purchases of its common stock, par value $1 per share, for the year ending December 31, 2003: Issuer Purchases of Equity Securities

- --------- (A) In November 2003 Honeywell announced its intention to repurchase sufficient outstanding shares of its common stock to offset the dilutive impact of employee stock based compensation plans, including future option exercises, restricted unit vesting and matching contributions under our savings plans. We estimate share repurchases of approximately 10 million shares annually. Item 6. Selected Financial Data Selected Financial Data on page 26 of our 2003 Annual Report to Shareowners is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 'Management's Discussion and Analysis' on pages 27 through 44 of our 2003 Annual Report to Shareowners is incorporated herein by reference. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Information relating to market risk is included under the caption 'Financial Instruments' in 'Management's Discussion and Analysis' on pages 43 and 44 of our 2003 Annual Report to Shareowners, and such information is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data Our consolidated financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated February 5, 2004, appearing on pages 45 through 76 of our 2003 Annual Report to Shareowners, are incorporated herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items 1, 3, 5, 6, 7 and 7A, the 2003 Annual Report to Shareowners is not to be deemed filed as part of this Annual Report on Form 10-K . Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not Applicable. 14

Item 9A. Controls and Procedures Honeywell management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K in alerting them on a timely basis to material information relating to Honeywell required to be included in Honeywell's periodic filings under the Exchange Act. There have been no changes that have materially affected, or are reasonably likely to materially affect, Honeywell's internal control over financial reporting that have occurred during the period covered by this Annual Report on Form 10-K. Part III. Item 10. Directors and Executive Officers of the Registrant Information relating to the Directors of Honeywell, as well as information relating to compliance with Section 16(a) of the Securities Exchange Act of 1934, will be contained in our definitive Proxy Statement involving the election of the Directors which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after December 31, 2003, and such information is incorporated herein by reference. Certain other information relating to the Executive Officers of Honeywell appears in Part I of this Annual Report on Form 10-K under the heading 'Executive Officers of the Registrant'. The members of the Audit Committee of our Board of Directors are: Russell E. Palmer (Chair), Marshall N. Carter, James J. Howard, Eric K. Shinseki, John R. Stafford, and Michael W. Wright. The Board has determined that Mr. Palmer satisfies the 'audit committee financial expert' criteria established by the SEC and the 'accounting or related financial management expertise' criteria established by the New York Stock Exchange (NYSE). All members of the Audit Committee are 'independent' as that term is defined in applicable SEC Rules and NYSE listing standards. Honeywell's Code of Business Conduct is available, free of charge, on our website under the heading 'Investor Relations' (see 'Corporate Governance'), or by writing to Honeywell, 101 Columbia Road, Morris Township, New Jersey 07962, c/o Vice President and Corporate Secretary. Honeywell's Code of Business Conduct applies to all Honeywell directors, officers (including the Chief Executive Officer, Chief Financial Officer and Controller) and employees. Amendments to or waivers of the Code of Business Conduct granted to any of Honeywell's directors or executive officers will be published on our website within five business days of such amendment or waiver. Item 11. Executive Compensation Information relating to executive compensation is contained in the Proxy Statement referred to above in 'Item 10. Directors and Executive Officers of the Registrant,' and such information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management Information relating to security ownership of certain beneficial owners and management is contained in the Proxy Statement referred to above in 'Item 10. Directors and Executive Officers of the Registrant,' and such information is incorporated herein by reference. 15

Equity Compensation Plans Information about our equity compensation plans is as follows:

- --------- (1) Equity compensation plans approved by shareowners that are included in column (a) of the table are the 2003 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the 2003 Stock Incentive Plan) (524,500 common shares to be issued for options; 1,391,000 restricted units subject to attainment of certain performance goals or continued employment; and 543,600 deferred restricted units of previously earned and vested awards under prior plans approved by shareowners where delivery of shares has been deferred); the 1993 Stock Plan for Employees of Honeywell International Inc. and its Affiliates (47,254,305 common shares to be issued for options; 190,725 shares to be issued for SARs; and 1,712,513 restricted units subject to attainment of certain performance goals or continued employment); the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries (40,000 common shares to be issued for options); and the Stock Plan for Non-Employee Directors of Honeywell International Inc. and predecessor plans (154,000 common shares to be issued for options and 51,000 shares of restricted stock). The 2003 Stock Incentive Plan has issued 628,830 growth plan units for the two-year performance cycle beginning January 1, 2003 and ending December 31, 2004. Growth plan units are denominated in cash units and the percentage of such units that are payable depends upon the achievement of pre-established performance goals during the two-year performance cycle relating to growth in earnings per share, revenue and return on investment. The value of any growth plan unit is not determinable and may be paid in cash or shares of Honeywell common stock. Growth plan units are therefore not included in the table above. (2) Column (b) does not include any exercise price for restricted units or growth plan units granted to employees or non-employee directors under equity compensation plans approved by shareowners. Restricted units do not have an exercise price because their value is dependent upon attainment of certain performance goals or continued employment or service and they are settled for shares of Honeywell common stock on a one-for-one basis. Growth plan units are denominated in cash units and the ultimate value of the award is dependent upon attainment of certain performance goals. (3) The number of shares that may be issued under the 2003 Stock Incentive Plan as of December 31, 2003 is 27,942,430 except that the following additional shares under the 2003 Stock Incentive Plan (or any Prior Plan as defined in the 2003 Stock Incentive Plan) may again be available for issuance: shares that are settled for cash, expire, are tendered in satisfaction of an option exercise price or tax withholding obligations, shares reacquired with cash tendered in satisfaction of an option exercise price or with monies attributable to any tax deduction enjoyed by Honeywell to the exercise of an option, and shares under any outstanding awards assumed under any equity compensation plan of an entity acquired by Honeywell. The remaining 172,000 shares included in column (c) are shares remaining for future grants under the Stock Plan for Non-Employee Directors of Honeywell International Inc. (footnotes continued on next page) 16

(footnotes continued from previous page) (4) Equity compensation plans not approved by shareowners that are included in the table are the Supplemental Non-Qualified Savings Plans for Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries, the AlliedSignal Incentive Compensation Plan for Executive Employees of AlliedSignal Inc. and its Subsidiaries, and the Deferred Compensation Plan for Non-Employee Directors of Honeywell International Inc. The Supplemental Non-Qualified Savings Plans for Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries are unfunded, nonqualified plans that provide benefits equal to the employee deferrals and company matching allocations that would have been provided under Honeywell's U.S. tax-qualified savings plan if the Internal Revenue Code limitations on compensation and contributions did not apply. The company matching contribution is credited to participants' accounts in the form of notional shares of Honeywell common stock. Additional notional shares are credited to participants' accounts equal to the value of any cash dividends payable on actual shares of Honeywell common stock. The notional shares are distributed in the form of actual shares of Honeywell common stock when payments are made to participants under the plans. The AlliedSignal Incentive Compensation Plan for Executive Employees of AlliedSignal Inc. and its Subsidiaries was a cash incentive compensation plan maintained by AlliedSignal Inc. This plan has expired. Employees were permitted to defer receipt of a cash bonus payable under the plan and invest the deferred bonus in notional shares of Honeywell common stock. The notional shares are distributed in the form of actual shares of Honeywell common stock when payments are made to participants under the plan. No further deferrals can be made under this plan. The number of Honeywell securities that remain to be issued under this expired plan is 55,910. The Deferred Compensation Plan for Non-Employee Directors of Honeywell International Inc. provides for mandatory and elective deferral of certain payments to non-employee directors. Mandatory deferrals are invested in notional shares of Honeywell common stock. Directors may also invest any elective deferrals in notional shares of Honeywell common stock. Additional notional shares are credited to participant accounts equal to the value of any cash dividends payable on actual shares of Honeywell common stock. Notional shares of Honeywell common stock are converted to an equivalent amount of cash at the time the distributions are made from the plan to directors. However, two former directors are entitled to receive periodic distributions of actual shares of Honeywell common stock that were notionally allocated to their accounts in years prior to 1992. The number of Honeywell securities that remain to be issued to these two directors is 4,772. (5) Column (b) does not include any exercise price for notional shares allocated to employees under Honeywell's equity compensation plans not approved by shareowners because all of these shares are notionally allocated as a matching contribution under the non-qualified savings plans or as a notional investment of deferred bonuses or fees under the cash incentive compensation and directors' plans as described in note 4 and are only settled for shares of Honeywell common stock on a one-for-one basis. (6) No securities are available for future issuance under the AlliedSignal Incentive Compensation Plan for Executive Employees of AlliedSignal Inc. and its Subsidiaries and the Deferred Compensation Plan for Non-Employee Directors of Honeywell International Inc. The cash incentive compensation plan has expired. All notional investments in shares of Honeywell common stock are converted to cash when payments are made under the directors' plan (other than with respect to 4,772 shares of Honeywell common stock included in column (a) that is payable to two former directors). The amount of securities available for future issuance under the Supplemental Non-Qualified Savings Plan for Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries is not determinable because the number of securities that may be issued under these plans depends upon the amount deferred to the plans by participants in future years. The table does not contain information for the following plans and arrangements: Employee benefit plans of Honeywell intended to meet the requirements of Section 401(a) of the Internal Revenue Code and a small number of foreign employee benefit plans which are similar to such Section 401(a) plans. 17

Equity compensation plans maintained by Honeywell Inc. immediately prior to the merger of Honeywell Inc. and AlliedSignal Inc. on December 1, 1999. The right to receive Honeywell International Inc. securities was substituted for the right to receive Honeywell Inc. securities under these plans. No new awards have been granted under these plans after the merger date. The number of shares to be issued under these plans upon exercise of outstanding options, warrants and rights is 6,280,816 and their weighted-average exercise price is $41.88. The Honeywell Global Employee Stock Purchase Plan. This plan is maintained solely for eligible employees of participating non-U.S. affiliates. Eligible employees can contribute between 2 and 8 percent of base pay from January through October of each year to purchase shares of Honeywell common stock in November of that year at a 15 percent discount. Honeywell has historically purchased shares through non-dilutive, open market purchases and intends to continue this practice. Employees purchased 343,484 shares of common stock at $20.349 per share in 2002 and 351,283 shares of common stock at $21.233 per share in 2003. Item 13. Certain Relationships and Related Transactions Information relating to certain relationships and related transactions is contained in the Proxy Statement referred to above in 'Item 10. Directors and Executive Officers of the Registrant,' and such information is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information relating to fees paid to and services performed by PricewaterhouseCoopers LLP in 2003 and 2002 and our Audit Committee's pre-approval policies and procedures with respect to non-audit services are contained in the Proxy Statement referred to above in 'Item 10. Directors and Executive Officers of the Registrant,' and such information is incorporated herein by reference. Part IV. Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

All other financial statement schedules have been omitted because they are not applicable to us or the required information is shown in the consolidated financial statements or notes thereto. (a)(3.) Exhibits See the Exhibit Index on pages 20 through 22 of this Annual Report on Form 10-K. (b) Reports on Form 8-K During the three months ended December 31, 2003, Current Reports on Form 8-K were filed on October 16, reporting third quarter 2003 financial results and on November 17, reporting the expiration of a letter of intent to acquire our automotive Bendix Friction Materials business. 18

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. HONEYWELL INTERNATIONAL INC. March 4, 2004 By: /s/ JOHN J. TUS ------------------------------------- John J. Tus Vice President and Controller Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:

March 4, 2004 19

EXHIBIT INDEX

- --------- The Exhibits identified above with an asterisk(*) are management contracts or compensatory plans or arrangements. 22

REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULE To the Board of Directors of HONEYWELL INTERNATIONAL INC. Our audits of the consolidated financial statements referred to in our report dated February 5, 2004 appearing in the 2003 Annual Report to Shareowners of Honeywell International Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, the Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. /s/ PricewaterhouseCoopers LLP Florham Park, New Jersey February 5, 2004 23

HONEYWELL INTERNATIONAL INC SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS Three Years Ended December 31, 2003 (In millions)

- --------- (1) Represents uncollectible accounts written off, less recoveries, translation adjustments and reserves acquired. 24

STATEMENT OF DIFFERENCES ------------------------ The registered trademark symbol shall be expressed as..................... 'r' The British pound sterling sign shall be expressed as..................... 'L' The Japanese Yen sign shall be expressed as............................... 'Y' The Euro sign shall be expressed as....................................... 'E' The section symbol shall be expressed as.................................. 'SS' Characters normally expressed as subscript shall be preceded by........... [u]

HONEYWELL INTERNATIONAL INC. SEVERANCE PLAN FOR SENIOR EXECUTIVES Amended and Restated Effective as of December 20, 2001

PART I GENERAL PROVISIONS 1. Purpose. The purpose of the Honeywell International Inc. Severance Plan for Senior Executives (the "Plan") is to provide severance related benefits to selected eligible employees of a Honeywell International Employer (as defined in Part II) who are employed in a position in Career Band 6 or above and whose employment relationship is involuntarily terminated at the initiative of the Employer for reasons other than Gross Cause (as defined below). This Plan is intended to be an unfunded plan for a select group of management or highly compensated employees for purposes of ERISA (as defined below). This Plan is comprised of Part I--general provisions relating to the operation of the Plan, and Part II--special provisions that become effective only upon a Change in Control (as defined below). As set forth herein, this Plan constitutes the amendment and restatement, as of December 20, 2001, of the Severance Plan for Senior Executives established by Allied Corporation on March 31, 1983 and amended and restated by AlliedSignal Inc. as of April 25, 1988, January 1, 1990, April 29, 1991, January 1, 1994 and May 1, 1999. As used throughout the Plan unless otherwise clearly or necessarily indicated by context: (a) "Annual Base Salary" means an amount equal to the product of Base Salary and twelve. (b) "Annual Incentive Compensation" means, except as provided in Section 19(b), the product of (i) times (ii) where (i) is the target percentage that would be utilized in determining the Incentive Award for the Participant in the calendar year in which Participant's Covered Termination occurs and (ii) is Annual Base Salary. (c) "Base Salary" means the monthly base salary payable to a Participant at the highest rate in effect during any of the thirty-six months preceding a Covered Termination. (d) "Board" means the Board of Directors of the Company. (e) "Career Band" means the salary and position classification system adopted by the Company for use after January 1, 1994. (f) "Change in Control" is deemed to occur at the time (i) when any entity, 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) which theretofore beneficially owned less than 30% of the Common Stock then outstanding acquires shares of Common Stock in a transaction or series of transactions that results in such entity, person or group directly or indirectly -1-

owning beneficially 30% or more of the outstanding Common Stock, (ii) of the purchase of shares of Common Stock pursuant to a tender offer or exchange offer (other than an offer by the Company) for all, or any part of, the Common Stock, (iii) of a merger in which the Company will not survive as an independent, publicly owned corporation, (iv) of a consolidation, or a sale, exchange or other disposition of all or substantially all of the Company's assets, (v) of a substantial change in the composition of the Board during any period of two consecutive years such that individuals who at the beginning of such period were members of the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the shareowners of the Company, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period, or (vi) of any transaction or other event which the Management Development and Compensation Committee of the Board, in its discretion, determines to be a Change in Control for purposes of this Plan. (g) "Code" means the Internal Revenue Code of 1986, as amended from time to time. (h) "Common Stock" means the common stock of the Company or such other stock into which the common stock may be changed as a result of split-ups, recapitalizations, reclassifications and any similar transaction. (i) "Company" means Honeywell International Inc., a Delaware corporation. (j) "Covered Termination" means, except as provided in Section 19(c), a Participant's Discharge. Notwithstanding the preceding sentence, in the event of a sale or transfer of a facility or line of business that causes a severance of the employment relationship with the Employer, a Covered Termination shall be deemed to have occurred only if the Participant is not offered substantially comparable employment with the new employer, as determined by the Plan Administrator, in its sole discretion. In addition, following a Change in Control, a Covered Termination shall include any geographic relocation of the Participant's position to a new location which is more than fifty (50) miles from the location of the Participant's position immediately prior to a Change in Control. (k) "Discharge" means an involuntary termination of a Participant's employment relationship by the Employer for reasons other than death or Gross Cause. (l) "Determination Year" means a calendar year within which performance is measured for purposes of determining the amount of Incentive Awards payable for that year. (m) "Effective Date" means March 31, 1983. -2-

(n) "Employer" means the Company and its participating divisions, subsidiaries, strategic business units and their respective successors. (o) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with applicable final regulations thereunder. (p) "Gross Cause" means, except as provided in Section 19(f), conduct by a Participant which is a fraud, misappropriation of Employer property or intentional misconduct damaging to such property or business of an Employer, or the commission of a crime. Gross Cause shall be determined by the Plan Administrator in its sole and absolute discretion. (q) "Incentive Award" means an incentive compensation award or any other annual incentive award determined under the AlliedSignal Inc. Incentive Compensation Plan for Executive Employees , and any predecessor or successor plan, but shall not include any performance improvement award or any other long-term incentive award under any such plan. (r) "Named Fiduciary" means the Plan Administrator and/or such other committee, entity or person as the Company or the Plan Administrator may designate to administer the terms and conditions of the Plan, as the case may be. (s) "Participant" means an Existing Participant, an Officer Participant or a New Participant. (i) "Existing Participant" means, except as further defined in Part II an individual who, on July 1, 1993, was an employee of an Employer in Salary Grade 20 or above or in a position comparable to a position of Salary Grade 20 or above. (ii) "Officer Participant" means, except as further defined in Part II, an individual (other than an Existing Participant) who is an officer of an Employer in Band 7 as determined by the Plan Administrator in his or her sole discretion. (iii) "New Participant" means an individual (other than an Existing Participant and an Officer Participant) who is employed by an Employer in a position evaluated in Career Band 6 or above or in a position comparable to a position in Career Band 6 or above, all as determined by the Plan Administrator in his or her sole discretion. (iv) Notwithstanding any Plan provisions to the contrary, if as a result of the merger of AlliedSignal Inc. and Honeywell Inc., a former employee of Honeywell Inc. who would otherwise satisfy the definition of Participant remains covered by a severance plan sponsored by Honeywell Inc. or an -3-

individual severance agreement between such individual and Honeywell Inc., such individual shall not become a Participant in this Plan until the earlier of the date (A) such individual waives his or her rights to benefits under such other severance plan or arrangement, or (B) such other plan or individual severance agreement lapses or is otherwise terminated. (t) "Pay Continuation" means the component of the severance benefit described in Section 3(a)(i): (u) "Plan Administrator" means the person defined in Section 7 and Section 22(a). (v) "Pro Rata Factor" means (I) for the Determination Year in which a Covered Termination occurs, a fraction the numerator of which is equal to the number of calendar months which have elapsed from the first day of the calendar month following the Covered Termination through December 31st of the Determination Year, and the denominator of which is twelve, and (ii) for any subsequent Determination Year shall mean a fraction, the numerator of which is equal to the Severance Pay Factor, reduced by the number of calendar months which have elapsed from the first day of the calendar month following the Covered Termination through December 31st of the year preceding the Determination Year, and the denominator of which is twelve; provided, however, that the Pro Rata Factor shall never be greater than 1.0. (w) "Prorated Annual Incentive Compensation" means the component of the severance benefit described in Section 3(a)(ii). (x) "Salary Grade" means the salary and position classification used by the Company prior to January 1, 1994, or any comparable salary and position classification used by any other Employer. (y) "Severance Pay Factor" means, with respect to any Participant, the relevant factor specified in Section 3(a)(i)(A). (z) "Severance Period" means the period, commencing on the first day of the first month following a Covered Termination, which is comprised of the number of consecutive months equal to the lesser of (i) the Severance Pay Factor, or (ii) the number of months occurring before the first day of the month following the Participant's attainment of age 65 or, if later, eligibility to receive an unreduced retirement benefit under a qualified defined benefit pension plan maintained by an Employer. In the event of a Change in Control, the Severance Period will commence immediately following the expiration of the Notice Period (if any) and Vacation Period payments referenced in Section 4(b) hereof. -4-

2. Participation. (a) An employee of an Employer who is at any time a Participant shall continue to be a Participant in the Plan until the earlier of (i) the date the employment relationship with the Employer is severed for reasons other than a Covered Termination, or (ii) the date the employee ceases to be employed in a position equivalent to Career Band 6 or above; provided, however, any employee who ceases to be employed in a position equivalent to Career Band 6 or above on or after a Change in Control shall nevertheless continue to be a Participant in the Plan. (b) A Participant in the Plan who is at any time the subject of a Covered Termination shall continue to be a Participant until all of the benefits for which he or she is entitled under Section 3, if any, have been paid. 3. Severance Benefits. (a) Eligibility for Benefits. Subject to subparagraph (b) below, a Participant who is the subject of a Covered Termination shall receive the benefits described in this Section 3. (i) Pay Continuation. (A) An Existing Participant shall receive a benefit in an amount equal to his or her Base Salary multiplied by the relevant Severance Pay Factor determined as follows (a detailed schedule of each Existing Participant's Severance Pay Factor is attached hereto as Exhibit A): Salary Grade as of July 1, 1993 Severance Pay Factor ------------------------------- -------------------- 20 and 21 18 22 and 23 24 24 and above 36 Provided, however, that the Severance Pay Factor of an Existing Participant, whose Salary Grade is reduced after a Change in Control, shall not be reduced. (B) An Officer Participant shall receive a benefit in an amount equal to his or her Base Salary multiplied by a Severance Pay Factor of 18 (or 36 in the case of an Officer Participant who is an Executive Vice President or Senior Vice President), or following a Change in Control, a Severance Pay Factor of 24 (36 in the case of an Officer Participant who is an Executive Vice President or Senior Vice President). -5-

(C) A New Participant shall receive a benefit in an amount equal to his or her Base Salary multiplied by a Severance Pay Factor of 12. (ii) Annual Incentive Compensation. An Existing Participant or an Officer Participant shall receive a benefit in an amount equal to his or her Annual Incentive Compensation multiplied by the applicable Pro Rata Factor. The Pro Rata Factor shall be determined for the calendar year in which a Covered Termination occurs and each calendar year thereafter through the end of the calendar year in which the Severance Period ends. (iii) Benefit Continuation. For the duration of the Severance Period, the Employer will continue the Participant's employee benefits including, without limitation, continuation of the Participant's savings plan participation (to the extent permissible under Section 401(a) of the Code, provided, however that company matching contributions for Participants shall be limited to eighteen months and basic and contributory life and medical insurance (including qualified dependents) ("welfare plan coverage"), at the active employee coverage level and prevailing employee contribution rate, if any; provided, however, (A) that such level of welfare plan coverage shall not exceed the level of welfare plan coverage in effect on the date of the Participant's Covered Termination, (B) that such continuation of welfare plan coverage will cease on the date similar benefits are provided the Participant by a subsequent employer, (C) executive perquisites, such as automobiles or memberships, will be governed by the terms of the particular programs, and (D) that no employee benefit shall be continued for a longer period of time than that provided by the terms of the controlling employee benefit plan applicable to the Participant on the date of such Participant's Covered Termination. Notwithstanding the foregoing (but subject to Sections 5 and 20(c)), to the extent that a Participant was provided with a flex-perk allowance, executive liability and auto insurance or an executive life insurance plan or policy immediately prior to a Covered Termination, such benefit or benefits shall be continued for the duration of the Severance Period. (iv) Pension Service Continuation. Except as otherwise provided by an applicable pension plan and, subject to the requirements for qualification of Section 401(a) of the Code, only the first twelve (12) months of the Severance Period, Pay Continuation and Prorated Annual Incentive Compensation will be recognized for purposes of the vesting and pension calculation provisions of the AlliedSignal Inc. Retirement Program or any other pension plan sponsored by an Employer in which the Participant participates. The normal policy for qualifying leaves remains applicable thereafter. -6-

(b) Benefits Conditioned on Release. Notwithstanding anything in this Section 3 to the contrary, all benefits under this Plan except benefits provided pursuant to Part II, shall be provided in consideration for, and conditioned upon, execution of a release by the Participant of all current or future claims, known or unknown, arising on or before the date of the release against the Employer, its subsidiaries, affiliates and their respective officers, directors and employees in a form and manner prescribed by the Plan Administrator. Additionally, no severance benefits shall be payable under this Section 3 unless the Participant has returned to the Employer all property of the Employer and any information of a proprietary nature in his or her possession. (c) Benefit Limitations. (i) Except as provided in subparagraph (ii) below, any benefit determined to be payable to a Participant under any other severance plan sponsored or funded by an Employer shall be reduced by the amount of any similar benefit payable to the Participant under this Plan (excluding any benefit payable under Section 20(a)) regardless of whether the benefit determined under the Plan is payable at an earlier or a later date than payments under such other severance plan. (ii) Any benefit determined to be payable under this Plan (excluding any benefit payable under Section 20(a)) to a Participant who was not eligible to participate in this Plan prior to April 25, 1988 will be reduced to the extent of any duplication of benefits between the Plan and any benefits that may be payable to the Participant under arrangements existing prior to April 25, 1988. 4. Benefit Payments. (a) Form and Timing of Payments. Except as provided in Sections 21(a) and 21(b), any Pay Continuation shall be paid in equal monthly installments during the Severance Period, and any Prorated Annual Incentive Compensation shall be paid annually as soon after the end of the Determination Year as is practicable. No Prorated Annual Incentive Compensation shall be payable for any Determination Year with respect to which the Pro Rata Factor is less than or equal to zero. (b) Interim Incentive Compensation Payments. In the event that a Participant's employment is terminated pursuant to a Covered Termination within two years following a Change in Control, the Participant shall be paid an additional amount, with respect to any notice period provided under applicable law (whether working or non-working) ("Notice Period"), if any, and any periods of accrued and unused vacation time (not including any 'grandfathered' transitional vacation credited to a Participant), but only to the extent paid periodically ("Vacation Period"), equal to the product of (1) the amount of annual incentive compensation that such -7-

Participant would earn for the year of termination under the incentive compensation plan in which such Participant participated immediately prior to such termination (assuming performance at the target level of performance), and (2) a fraction, the numerator of which is the sum of the number of days in the Participant's Notice Period and Vacation Period, and the denominator of which is 365; provided, however, the numerator of such fraction shall not include any period for which you have already received or will receive a short-term incentive compensation award. Any amount payable pursuant to this Section 4(b) shall be paid in the normal course pursuant to the terms of the incentive compensation plan in which such Participant participated immediately prior to such termination, unless specifically otherwise provided in this Plan. 5. Forfeiture of Benefits. Notwithstanding anything to the contrary in the Plan and except as provided in Section 21(c), a Participant receiving benefits or otherwise entitled to receive benefits under this Plan shall cease to receive such benefits under the Plan and the right to receive any benefits in the future under the Plan shall be forfeited, in the event the Participant, either before or after termination of employment, as determined by the Named Fiduciary, in its sole discretion (a) is convicted of a felony, (b) commits any fraud or misappropriates property, proprietary information, intellectual property or trade secrets of the Employer for personal gain or for the benefit of another party, (c) actively recruits and offers employment to any management employee of the Employer, or (d) engages in intentional misconduct substantially damaging to the property or business of any Employer, or (e) makes false or misleading statements about the Employer or its products, officers or employees to competitors or customers or potential customers of the Employer, or to current of former employees of the Employer. 6. Payment of Benefits Upon Incompetence or Death. In the event the Named Fiduciary is presented with evidence satisfactory to it that a Participant receiving benefits or entitled to receive benefits is adjudged to be legally incompetent, the remainder of such Participant's unpaid benefits shall be paid to the Participant's conservator, legal representative or any other person deemed by the Named Fiduciary to have assumed responsibility for the maintenance of such person receiving or entitled to receive benefits. In the event a Participant receiving benefits or entitled to receive benefits dies, the remainder of such Participant's unpaid benefits shall be paid to the Participant's designated beneficiary. A Participant may designate a beneficiary in the form and manner prescribed by the Named Fiduciary. Any designation of a beneficiary may be revoked by filing a later designation or revocation. In the absence of an effective designation of a beneficiary by a Participant or upon the death of all beneficiaries on or before a Participant's death, the remainder of the Participant's unpaid benefits shall be paid to the Participant's spouse or, if none, to the Participant's estate. Any payment made pursuant to this Section 6 shall be a discharge of any liability under the Plan therefor. -8-

7. Administration. (a) Plan Administration. Except as provided in Section 22(a), the Plan shall be administered by the Plan Administrator, who may act through one or more Named Fiduciaries under this Plan who shall have the powers and authorities as described in this Section 7. The Plan Administrator shall be the Senior Vice President, Human Resources and Communications, or such other person as the Board may appoint. The Plan Administrator shall have the authority to appoint and remove any other Named Fiduciary at his or her discretion. Any person acting on behalf of the Named Fiduciary shall serve without additional compensation. The Named Fiduciary shall keep or cause to be kept such records and shall prepare or cause to be prepared such returns or reports as may be required by law or necessary for the proper administration of the Plan. (b) Powers and Duties of Named Fiduciary. The Named Fiduciary shall have the full discretionary power and authority to construe and interpret the Plan (including, without limitation, supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan); to determine all questions of fact arising under the Plan, including questions as to eligibility for and the amount of benefits; to establish such rules and regulations (consistent with the terms of the Plan) as it deems necessary or appropriate for administration of the Plan; to delegate responsibilities to others to assist it in administering the Plan; and to perform all other acts it believes reasonable and proper in connection with the administration of the Plan. The Named Fiduciary shall be entitled to rely on the records of the Employer in determining any Participant's entitlement to and the amount of benefits payable under the Plan. Any determination of the Named Fiduciary, including interpretations of the Plan and determinations of questions of fact, shall be final and binding on all parties. The Named Fiduciary may retain attorneys, consultants, accountants or other persons (who may be employees of the Employer) to render advice and assistance and may delegate any of the authorities conferred on him under this Plan to such persons as he shall determine to be necessary to effect the discharge of his duties hereunder. The Plan Administrator, or other Named Fiduciary, the Employer, the Company and its officers and directors shall be entitled to rely upon the advice, opinions and determinations of any such persons. Any exercise of the authorities set forth in this Section 7, whether by the Plan Administrator, or other Named Fiduciary or his delegee, shall be final and binding upon the Employer and all Participants. (c) Plan Year. The plan year shall be the calendar year. (d) Indemnification. To the extent permitted by law, the Employer shall indemnify any Named Fiduciary from all claims for liability, loss, or damage (including -9-

payment of expenses in connection with defense against such claims) arising from any act or failure to act in connection with the Plan. 8. Claims and Appeals Procedures. Except as provided in Sections 22(c)-(f), the Plan's benefit claims and appeals procedures shall be as follows: (a) Any request or claim for Plan benefits must be made in writing and shall be deemed to be filed by a Participant when a written request is made by the claimant or the claimant's authorized representative which is reasonably calculated to bring the claim to the attention of the Named Fiduciary. (b) The Named Fiduciary shall provide notice in writing to any Participant when a claim for benefits under the Plan has been denied in whole or in part. Such notice shall be provided within 60 days of the receipt by the Named Fiduciary of the Participant's claim or, if special circumstances require, and the Participant is so notified in writing, within 120 days of the receipt by the Named Fiduciary of the Participant's claim. The notice shall be written in a manner calculated to be understood by the claimant and shall: (i) set forth the specific reasons for the denial of benefits; (ii) contain specific references to Plan provisions relative to the denial; (iii) describe any material and information, if any, necessary for the claim for benefits to be allowed, that had been requested, but not received by the Named Fiduciary; and (iv) advise the Participant that any appeal of the Named Fiduciary's adverse determination must be made in writing to the Named Fiduciary within 60 days after receipt of the initial denial notification, and must set forth the facts upon which the appeal is based. (c) If notice of the denial of a claim is not furnished within the time periods set forth above, the claim shall be deemed denied and the claimant shall be permitted to proceed to the review procedures set forth below. If the Participant fails to appeal the Named Fiduciary's denial of benefits in writing and within 60 days after receipt by the claimant of written notification of denial of the claim (or within 60 days after a deemed denial of the claim), the Named Fiduciary's determination shall become final and conclusive. (d) If the Participant appeals the Named Fiduciary's denial of benefits in a timely fashion, the Plan Administrator shall re-examine all issues relevant to the original denial of benefits. Any such claimant, or his or her duly authorized representative -10-

may review any pertinent documents, as determined by the Plan Administrator, and submit in writing any issues or comments to be addressed on appeal. (e) The Plan Administrator shall advise the Participant and such individual's representative of its decision which shall be written in a manner calculated to be understood by the claimant, and include specific references to the pertinent Plan provisions on which the decision is based. Such response shall be made within 60 days of receipt of the written appeal, unless special circumstances require an extension of such 60-day period for not more than an additional 60 days. Where such extension is necessary, the claimant shall be given written notice of the delay. Any decision of the Plan Administrator shall be binding on all persons affected thereby. (f) Any dispute, controversy, or claim arising out of or relating to any Plan benefit, including, without limitation, any dispute, controversy or claim as to whether the decision of the Named Fiduciary respecting the benefits under this Plan or interpretation of this Plan is arbitrary and capricious, that is not settled in accordance with the procedures outlined in Section 8, shall be settled by final and binding arbitration in accordance with the American Arbitration Association Employment Dispute Resolution or other applicable rules. Before resorting to arbitration, an aggrieved Participant must first follow the review procedure outlined in this Section of the Plan. If there is still a dispute after the procedures in this Section have been exhausted, the Participant must request arbitration in writing within six (6) months after the issues, or is deemed to have issued, its determination under subparagraph (e) above. The arbitrator shall be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of an arbitrator within 30 days following receipt by one party of the other party's notice of desire to arbitrate, the arbitrator shall be selected from a panel or panels of persons submitted by the American Arbitration Association (the "AAA"). The selection process shall be that which is set forth in the AAA Employment Dispute Resolution Rules, except that, if the parties fail to select an arbitrator from one or more panels, AAA shall not have the power to make an appointment but shall continue to submit additional panels until an arbitrator has been selected. All fees and expenses of the arbitration, including a transcript if requested, will be borne by the Company. The arbitrator shall have no power to amend, add to or subtract from this Plan. The award shall be admissible in any court or agency seeking to enforce or render unenforceable this Plan or any portion thereof. Any action to enforce or vacate the arbitrator's award shall be governed by the Federal Arbitration Act if applicable. -11-

9. Unfunded Obligation. All benefits payable under this Plan shall constitute an unfunded obligation of the Employer. Payments shall be made, as due, from the general funds of the Employer. This Plan shall constitute solely an unsecured promise by the Employer to pay severance benefits to employees to the extent provided herein. 10. Inalienability of Benefits. No Participant shall have the power to transfer, assign, anticipate, mortgage or otherwise encumber any rights or any amounts payable under this Plan; nor shall any such rights or amounts payable under this Plan be subject to seizure, attachment, execution, garnishment or other legal or equitable process, or for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise. In the event a person who is receiving or is entitled to receive benefits under the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject such right to such process, such assignment, transfer or disposition shall be null and void. 11. Withholding. The Employer shall have the right to withhold any taxes required to be withheld with respect to any payments due under this Plan. 12. Amendment or Termination. Except to the extent otherwise provided in Section 22(i), the Company reserves the right to amend or terminate the Plan at any time without prior notice to or the consent of any employee. No amendment or termination shall adversely affect the rights of any Participant whose employment terminated prior to such amendment or termination. However, except as provided in Section 22(i), any Participant whose employment continues after amendment of the Plan shall be governed by the terms of the Plan as so amended. Any Participant whose employment continues after termination of the Plan shall have no right to a benefit under the Plan. 13. Plan Not a Contract of Employment; Employer's Policies Control. Nothing contained in this Plan shall give an employee the right to be retained in the employment of an Employer. This Plan is not a contract of employment between the Employer and any employee. Any dispute involving issues of employment other than claims for benefits under this Plan shall be governed by the appropriate employment dispute resolution policies and procedures of the Employer. -12-

14. Action by an Employer. Unless expressly indicated to the contrary herein, any action required to be taken by the Company may be taken by action of its Board or by any appropriate officer or officers traditionally responsible for such determination or actions, or such other individual or individuals as may be designated by the Board or any such officer. 15. Governing Law. The Plan is an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, and will be construed in accordance with the provisions of ERISA. 16. Severability. If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein. 17. Coordination of Benefits. In the event that (i) a Participant in the Plan is covered by another severance plan of Honeywell International Inc. or an affiliate which provides benefits similar to those provided under the Plan, and (ii) such Participant becomes entitled to benefits under the Plan and such other plan, each benefit to which the Participant is entitled shall contain those rights and features which combine the most favorable rights and features of such benefit under the Plan and such other plan; provided, however, that in no event shall there be any duplication of such benefit. -13-

PART II SPECIAL PROVISIONS THAT BECOME EFFECTIVE ONLY UPON CHANGE IN CONTROL 18. Change in Control. (a) The provisions of this Part II become effective upon a Change in Control and, in addition to the provisions of Part I that are not superseded by provisions of this Part II, shall control (i) the determination of eligibility for, the amount of, and the time of payment of benefits under the Plan to any Existing Participant or Officer Participant who is the subject of a Covered Termination which occurs within the two-year period following the Change in Control, (ii) the terms of payment for any Existing Participant or Officer Participant whose Severance Period extends beyond the Change in Control, and (iii) the determination of eligibility for, the amount of, and the time of payment of benefits under Section 21 of the Plan to any Existing Participant or Officer Participant. (b) Without derogation to the effect the provisions of this Part II may have on the determination of any Participant's eligibility for benefits under the Plan or the amount of such benefits, it is intended that this Part II will assure that the purposes of this Plan, as they may affect Existing Participants or Officer Participants, will not be adversely affected by the unique circumstances which may exist following a Change in Control. The provisions of this Part II will have no effect whatsoever prior to a Change in Control. 19. Definitions. (a) "Honeywell Employer" means the Employer and any other person, organization or entity that agrees in writing to be bound by the terms of the Plan for a period of time that extends at least through the two-year period following a Change in Control. (b) "Annual Incentive Compensation" means, notwithstanding the provisions of Section 1(b); the product of Annual Base Salary and the greater of (i) the target percentage utilized in determining Incentive Awards as in effect for the most recent Determination Year ended prior to the Change in Control, or (ii) the average of the target percentages applied in determining the Participant's Incentive Award in the last three Determination Years prior to the date of Covered Termination (or such lesser period as the Participant may have been employed). (c) "Covered Termination" means, notwithstanding the provisions of Section 1(j), severance of the employment relationship (i) at the initiative of the Participant for Good Reason, or (ii) at an Honeywell Employer's initiative for reasons other than -14-

death or Gross Cause. Notwithstanding the preceding sentence, in the event of a sale or transfer of a facility or line of business that causes a severance of the employment relationship, a Covered Termination shall be deemed to have occurred only if the new employer has not agreed in writing to be an Honeywell Employer with respect to the Participant or the Participant is not employed by the new employer. (d) "Existing Participant" for purposes of this Part II means (i) an individual who, on July 1, 1993, was an employee of an Employer in Salary Grade 20 or above or in a position comparable to Salary Grade 20 or above, or (ii) an individual who, as of April 1, 1999, is determined by the Senior Vice President, Human Resources and Communications to be in a position comparable to Salary Grade 20, and is or reports directly to a functional Senior Vice President of the Company. (e) "Good Reason" means any one or more of the following: (i) A material change in the Participant's position, duties and/or responsibilities as they existed in the period immediately preceding the Change in Control. (ii) Any significant reduction in Base Salary or Annual Incentive Compensation. (iii) Any significant reduction in benefit coverages available to the Participant under the Company's medical benefit plans for active employees or comparable medical benefit plans of any other Honeywell Employer or any significant increase in premiums to be paid by the Participant for such benefits. (iv) Any reduction in the economic value of awards granted under the Company's long-term incentive plan or comparable long-term incentive plan of any other Honeywell Employer in which the Participant participates. (v) Any significant reduction in the rate of the Company's contribution to its savings plan or of any other Honeywell Employer's contribution to a savings plan comparable to the Company's savings plans or any significant reduction in the rate of benefit accrual under the AlliedSignal Inc. Retirement Program or any other comparable pension plan sponsored by an Honeywell Employer in which the Participant participates. (vi) Any significant reduction in the benefit coverages available to the Participant under the long-term disability plan of the Company or any comparable long-term disability plan of any other Honeywell Employer or -15-

any significant increase in premiums to be paid by the Participant for such benefits. (vii) Any significant reduction in the life insurance benefits available to the Participant, including any change affecting the Company's Executive Life Insurance Program or comparable program of any other Honeywell Employer, or any significant increase in premiums to be paid by the Participant for such benefits. (viii) Any geographic relocation of the Participant's position to a new location which is more than fifty (50) miles from the location of the Participant's position immediately prior to a Change in Control. (ix) Any action by an Honeywell Employer that under applicable law constitutes constructive discharge. (x) Any failure to pay the benefit determined under Section 20(b) within the time required under Sections 21(a) or 21(b). (xi) The failure of any Honeywell Employer that is a successor to the Company or any of its affiliates (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to honor this Plan, if such assumption is legally required to make this Plan enforceable against the successor. For purposes of this Section 19, the term "significant reduction" shall mean a reduction or series of reductions with respect to the same form of benefit or remuneration which are greater than 10% or which do not affect all persons covered by the plan or program in question. For purposes of this Section 19, the term "significant increase" shall mean an increase or a series of increases in the Participant's percentage of total premiums for a benefit which are greater than 10% or which do not affect all persons covered by the plan or program in question. (f) "Gross Cause" means, notwithstanding the provisions of Section 1(p), any act or acts constituting a felony committed against an Honeywell Employer, its property or business. (g) "New Plan Administrator" shall mean such person or persons appointed pursuant to Section 22 to administer the Plan upon the occurrence of a Change in Control. 20. Enhancement Benefit. (a) If, following a Change in Control, any payment to a Participant from an Honeywell Employer or from any benefit or compensation plan or program -16-

sponsored or funded by an Honeywell Employer is determined to be an "excess parachute payment" within the meaning of Section 280G or any successor or substitute provision of the Code, with the effect that either the Participant is liable for the payment of the tax described in Section 4999 or any successor or substitute provision of the Code (hereafter the "Section 4999 tax") or the Honeywell Employer has withheld the amount of the Section 4999 tax, an additional benefit (hereafter the "Enhancement Benefit") shall be paid from this Plan to such affected Participant. (b) The Enhancement Benefit payable shall be an amount, which when added to all payments constituting "parachute payments" for purposes of Section 280G or any successor or substitute provision of the Code, is sufficient to cause the remainder of (i) the sum of the "parachute payments", including any Enhancement Benefit, less (ii) the amount of all state, local and federal income taxes and the Section 4999 tax attributable to such payments and penalties and interest on any amount of Section 4999 tax, other than penalties and interest on any amount of Section 4999 tax with respect to which an Enhancement Benefit was paid to the Participant on or before the due date of the Participant's federal income tax return on which such Section 4999 tax should have been paid, to be equal to the remainder of (iii) sum of the "parachute payments", excluding any Enhancement Benefit, less (iv) the amount of all state, local and federal income taxes attributable to such payments determined as though the Section 4999 tax and penalties and interest on any amount of Section 4999 tax, other than penalties and interest on any amount of Section 4999 tax with respect to which an Enhancement Benefit was paid to the Participant on or before the due date of the Participant's federal income tax return on which such Section 4999 tax should have been paid, did not apply. (c) In the event of a Change in Control, the provisions of this Section 20 shall be applicable to all Participants, as defined in Section 1(s). 21. Benefit Payments and Forfeitures. (a) Benefit Payments. Notwithstanding the provisions of Section 4, benefits that are determined to be payable to a Participant under Sections 3(a)(i) and 3(a)(ii) on or after a Change in Control shall be paid within thirty days following the later of the Change in Control or the Covered Termination, in a single payment equal to the sum of (i) the total amount of the benefit remaining payable under Section 3(a)(i), and (ii) the amount of the benefit remaining payable under Section 3(a)(ii) for all Determination Years which are coextensive, in whole or part, with the Severance Period. The requirements of Section 3(b) shall have no application to benefits payable after a Change in Control. Benefits which are determined to be payable to a Participant under Section 20(a) shall be paid within thirty days following the later of a Change in Control or the date the "parachute payments" referred to in Section 20 are made, in a single payment equal to the amount of the benefit determined under Section 20(b). If any benefit is paid later than the time provided -17-

in this Section 21(a), such late payment shall be credited with interest for the period from the date payment should have been made to the date actually made at a rate equal to the average quoted rate for three-month U.S. Treasury Bills for the week preceding the date of payment, as determined by the New Plan Administrator, plus six percentage points. (b) Subsequent Benefit Payments. Notwithstanding the provisions of Section 4, in the event the Internal Revenue Service assesses a Section 4999 tax due which is in excess of the amount determined by the Honeywell Employer under Section 20(b), a Participant shall be paid within thirty days following the date the Participant gives notice to the New Plan Administrator of proof of payment of the Section 4999 tax in a single payment equal to the amount of the additional benefit determined under Section 20(b), based upon the amount of the Section 4999 tax paid in excess of any Section 4999 tax with respect to which any Enhancement Benefit was previously paid. If any benefit is paid later than the time provided in this Section 21(b), such late payment shall be credited with interest for the period from the date payment should have been made to the date actually made at a rate equal to the average quoted rate for three-month U.S. Treasury Bills for the week preceding the date of payment, as determined by the New Plan Administrator, plus six percentage points. (c) Forfeiture of Benefits. Notwithstanding the provisions of Section 5, a Participant receiving benefits or entitled to receive benefits under the Plan shall cease to receive such benefits under the Plan and the right to receive any benefits in the future under the Plan shall be forfeited, in the event the Participant, as determined by the New Plan Administrator, (i) is convicted of a felony committed against an Honeywell Employer, its property or business, (ii) commits any fraud or misappropriates property, proprietary information, intellectual property or trade secrets of an Honeywell Employer for personal gain or for the benefit of another party, or (iii) actively recruits and offers employment to any management employee of an Honeywell Employer. 22. Administration. (a) New Plan Administrator. On or before a Change in Control, the Company, its successors, or persons operating under its control or on its behalf (hereafter the "Corporation") shall appoint a person independent of the Corporation to be the New Plan Administrator upon the occurrence of a Change in Control and the Plan Administrator shall immediately provide to the New Plan Administrator such information with respect to each Participant in the Plan as shall be necessary to enable the New Plan Administrator to determine the amount of any benefit which is then or may thereafter become payable to such Participants. (b) Authority. Upon the occurrence of a Change in Control, the New Plan Administrator shall have exclusive authority to make initial determinations of eligibility for the benefits under the Plan, subject to the requirements of Section -18-

22(f). The New Plan Administrator may, in reviewing any recommendation for benefit eligibility pursuant to this Section 22, rely on representations made by the Corporation or an Honeywell Employer pursuant to Section 22(c). However, in the event that none of the recommendations are agreed to by the Participant, the New Plan Administrator shall refer the disputed claim for benefits under this Plan for resolution as provided in Section 22(f). Any recommendation by the New Plan Administrator under this Section 22, any determination by the New Plan Administrator as to the eligibility for or the amount of benefits which are not in dispute and any judicial determination pursuant to Section 22(f) shall be final and binding on the Corporation and the Honeywell Employer. The Corporation and the responsible Honeywell Employer shall make payments to Participants as directed by the New Plan Administrator or pursuant to judicial determination pursuant to Section 22(f). (c) Corporation or Honeywell Employer Recommendations. Upon the occurrence of a Change in Control, the Corporation and any Honeywell Employer may make recommendations to the New Plan Administrator with respect to benefit determinations for affected Participants under the Plan and the New Plan Administrator shall immediately forward any such recommendation to the affected Participant. If the recommendation is agreed to in writing by the Participant, the New Plan Administrator shall advise the Corporation and any responsible Honeywell Employer, and the Corporation or Honeywell Employer, whichever is responsible, shall immediately make payment. (d) Independent Recommendations. In the case of a recommendation which is not agreed to by the affected Participant, the New Plan Administrator shall immediately review the recommendation of the Corporation or responsible Honeywell Employer and within 15 days of notice of the dispute from the Participant, determine whether it is in accordance with the terms of the Plan and notify the Corporation or responsible Honeywell Employer and the Participant of its findings. If the New Plan Administrator determines that the recommendation is not in accordance with the terms of the Plan and that an adjustment is necessary and the Participant agrees in writing to such adjustment, the New Plan Administrator shall advise the Corporation or responsible Honeywell Employer, and the Corporation or responsible Honeywell Employer shall immediately make payment. Any such adjustment determined by the New Plan Administrator, whether agreed to by the Participant or not, shall be final and binding upon the Corporation or responsible Honeywell Employer and may not be challenged by either of them. (e) Direct Application. Upon notice to the New Plan Administrator by an affected Participant, as to whom the Corporation or responsible Honeywell Employer has made no recommendation, that a Covered Termination has occurred, the Corporation or responsible Honeywell Employer shall be notified by the New Plan Administrator and given 15 days from the date the Participant gave notice to the new Plan Administrator within which to make a recommendation as to benefit -19-

determination. The New Plan Administrator shall also make its own independent determination as to the benefit payable under the terms of the Plan. Within 21 days of receipt of the notice from the affected Participant, the New Plan Administrator shall transmit to the Participant its own recommendation and that of the Corporation or responsible Honeywell Employer if such is available. If either recommendation is accepted in writing by the affected Participant, the New Plan Administrator shall advise the Corporation or responsible Honeywell Employer, and the Corporation or responsible Honeywell Employer shall immediately make payment. Any recommendation by the New Plan Administrator shall be final and binding upon the Corporation or responsible Honeywell Employer and may not be challenged by either of them. (f) Disputed Recommendation. If an affected Participant does not agree in writing within 30 days of transmittal to accept any of the recommendations made pursuant to Sections 22(c), 22(d) or 22(e), the New Plan Administrator shall consider the amount in excess of the highest recommendation to be a claim for benefits which is in dispute and shall, with respect to such amount, initiate an action in interpleader pursuant to Rule 22 of the Federal Rules of Civil Procedure or analogous rules, before a court of competent jurisdiction. The New Plan Administrator shall not assert any claim or take any position in this proceeding based on its interpretation of the terms of the Plan, other than the provisions of this Section 22. (g) Attorneys Fees and Costs. If a Participant is paid or is determined to be entitled to receive benefits (i) in excess of any recommendation made by the Corporation or responsible Honeywell Employer pursuant to Sections 22(c) or 22(e), or (ii) in a case where the Corporation or responsible Honeywell Employer have made no recommendation pursuant to Sections 22(c) or 22(e), the New Plan Administrator shall advise the Corporation or responsible Honeywell Employer, and the Corporation or responsible Honeywell Employer shall immediately pay or reimburse the affected Participant for the full amount of any attorneys' fees and other expenses the affected Participant incurred in pursuing his or her claim for benefits. The payment or reimbursement shall include the standard hourly rates charged by each such attorney, any and all other expenses related to the action incurred by or on behalf of the affected Participant, the costs and expenses of any experts utilized to prepare the claim, and any court costs assessed against the affected Participant. (h) Undisputed Benefits. Prior to the resolution of amounts in dispute under Section 22(f), the Participant shall be paid immediately by the Corporation or responsible Honeywell Employer in accordance with the terms of the Plan, the higher of (i) the amount recommended, if any, by the Corporation or the responsible Honeywell Employer, or (ii) the amount recommended by the New Plan Administrator. -20-

(i) Amendment or Termination. This Plan may not be amended or terminated after a Change in Control; provided, however, the Plan may be amended if the purpose of the amendment is to increase benefits hereunder. (j) No Waiver. No waiver by a Participant at any time of any breach by the Company of, or of any lack of compliance with, any condition or provision of this Plan to be performed by the Company shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. In no event shall the failure by a Participant to assert any right under the Plan (including, but not limited to, failure to assert the existence of Good Reason conditions which would enable a Participant to trigger his own termination under clause (i) of Section 19(b)) be deemed a waiver of such right or any other right provided under the Plan, it being intended that a Participant who has perfected a right under the Plan (including, but not limited to, a Participant's right to trigger his own termination under clause (i) of Section 18(b)) shall be entitled to assert that right in accordance with the terms of the Plan unless the Participant affirmatively elects, in writing, to waive such right. -21-

HONEYWELL INTERNATIONAL INC. SEVERANCE PLAN FOR SENIOR EXECUTIVES Exhibit A ACTIVE PARTICIPANTS IN SENIOR SEVERANCE PROGRAM 36 Months (base and target bonus) - --------------------------------- Daniel P. Burnham Ralph E. Reins Frederic M. Poses John W. Barter Lawrence A. Bossidy Peter M. Kreindler 24 Months (base and target bonus) - --------------------------------- Robert A. Choulet James A. Robinson James J. Verrant J. Thomas Zusi Bill W. Wilcock Nicholas A. Cameron David C. Hill Paul J. Norris Hans B. Amell (1) Isaac R. Barpal G. Peter D'Aloia David G. Powell Donald J. Redlinger Paul R. Schindler (1) James E. Sierk 18 Months (base and target bonus) - --------------------------------- Gerald W. Brucker James J. Griffin William F. Grun Paul J. Hoedeman John D. Hofmeister Jimmy (Jim) C. Houlditch -22-

HONEYWELL INTERNATIONAL INC. SEVERANCE PLAN FOR SENIOR EXECUTIVES Exhibit A (Continued) 18 Months (base and target bonus) - --------------------------------- Ken Kivenko Ernest E. Linneman Walter C. Miller Kenneth Pickar Mark Shimeionis Louis W. Smith David A. Tawfik John R. Ayers Don DeFosset Michael A. Monti, Jr. Gerard Mura H. Donald Perkins, Jr. Robert Ruffin Daniel G. Henderson Jay Kaplan L. Ray Taunton Edward W. Callahan Martin B. Cohen Kenneth W. Cole Charles L. Griffin, Jr. J. Paul McGrath Kevin M. Salisbury Andrew B. Samet Raymond C. Stark Hired/Promoted After 7/1/93: - ---------------------------- Ronald N. Hoge J. (Joe) B. Leonard Gregory L. Summe Mark P. Bulriss Nancy A. Garvey Jeffrey M. Lipshaw NOTES: (1) Per offer letter commitment -23-

AMENDMENT OF THE HONEYWELL INTERNATIONAL INC. SEVERANCE PLAN FOR SENIOR EXECUTIVES As Amended and Restated as of December 20, 2001 WITNESSETH ---------- WHEREAS, Honeywell International Inc. (the "Corporation") is the sponsor of the Honeywell International Inc. Severance Plan for Senior Executives, as amended and restated as of December 20, 2001 (the "Plan"); and WHEREAS, Section 12 of the Plan reserves to the Corporation the right to amend the Plan at any time; and WHEREAS, the Corporation is desirous of amending the Plan in certain particulars; NOW, THEREFORE, the Plan is hereby amended, effective January 1, 2003, as follows: 1. Section 3(c)(i) of the Plan shall be amended to read as follows: (i) Except as provided in subparagraph (ii) below, any benefit determined to be payable to a Participant under this Plan (excluding any benefit payable under Section 19(a)) shall be reduced by the amount of any severance, redundancy or employment termination benefit payable to the Participant under (A) any other severance plan sponsored or funded by an Employer, (B) any agreement, whether oral or written, express or implied, or (C) any statutory, regulatory, court or other legally mandated entitlement, regardless of whether the benefit determined under such other plan, agreement or statutory or court mandated entitlement is payable at an earlier or a later date than payments under the Plan. 2. Section 17 of the Plan shall be amended to read as follows: In the event that a Participant in the Plan becomes entitled to severance, redundancy or employment termination benefits under another severance plan, agreement or statutory, regulatory, court or other legally mandated entitlement, each benefit to which the Participant is entitled shall contain those rights and features which combine the most favorable rights and features of such benefit under the Plan and such other plan, agreement or statutory or court mandated entitlement; provided, however, that in no event shall there be any duplication of such benefit.



                                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:


                                                                               1





                  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.













                                                                          2



                                                                  EXECUTION COPY

                               U.S. $1,000,000,000

                            364-DAY CREDIT AGREEMENT

                          Dated as of November 26, 2003

                                      Among

                          HONEYWELL INTERNATIONAL INC.,

                                  as Borrower,

                                       and

                        THE INITIAL LENDERS NAMED HEREIN,

                               as Initial Lenders,

                                       and

                                 CITIBANK, N.A.,

                             as Administrative Agent

                                       and

                               JPMORGAN CHASE BANK

                              as Syndication Agent

                                       and

                              BANK OF AMERICA, N.A.
                                BARCLAYS BANK PLC
                        DEUTSCHE BANK AG NEW YORK BRANCH
                                       and
                               UBS SECURITIES LLC

                             as Documentation Agents

                                       and

                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                           J.P.MORGAN SECURITIES INC.

                  as Joint Lead Arrangers and Co-Book Managers









                                TABLE OF CONTENTS



                                                                                       Page

                                                                                      
ARTICLE I

   SECTION 1.01.  Certain Defined Terms...................................................1

   SECTION 1.02.  Computation of Time Periods............................................16

   SECTION 1.03.  Accounting Terms.......................................................16

ARTICLE II

   SECTION 2.01.  The Revolving Credit Advances..........................................16

   SECTION 2.02.  Making the Revolving Credit Advances...................................17

   SECTION 2.03.  The Competitive Bid Advances...........................................19

   SECTION 2.04.  Fees...................................................................24

   SECTION 2.05.  Termination or Reduction of the Commitments............................24

   SECTION 2.06.  Repayment of Advances..................................................26

   SECTION 2.07.  Interest on Revolving Credit Advances..................................26

   SECTION 2.08.  Interest Rate Determination............................................27

   SECTION 2.09.  Prepayments of Revolving Credit Advances...............................29

   SECTION 2.10.  Increased Costs........................................................30

   SECTION 2.11.  Illegality.............................................................31

   SECTION 2.12.  Payments and Computations..............................................31

   SECTION 2.13.  Taxes..................................................................32

   SECTION 2.14.  Sharing of Payments, Etc...............................................35

   SECTION 2.15.  Use of Proceeds........................................................35

   SECTION 2.16.  Extension of Termination Date..........................................36

   SECTION 2.17.  Evidence of Debt.......................................................37



                                       i










                                                                                      
ARTICLE III

   SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01 and 2.03........38

   SECTION 3.02.  Conditions Precedent to Initial Borrowing..............................39

   SECTION 3.03.  Initial Loan to Each Designated Subsidiary.............................40

   SECTION 3.04.  Conditions Precedent to Each Revolving Credit Borrowing................40

   SECTION 3.05.  Conditions Precedent to Each Competitive Bid Borrowing.................41

   SECTION 3.06.  Determinations Under Section 3.01......................................42

ARTICLE IV

   SECTION 4.01.  Representations and Warranties of the Company..........................42

ARTICLE V

   SECTION 5.01.  Affirmative Covenants..................................................45

   SECTION 5.02.  Negative Covenants.....................................................48

ARTICLE VI

   SECTION 6.01.  Events of Default......................................................50

ARTICLE VII

   SECTION 7.01.  Unconditional Guarantee................................................54

   SECTION 7.02.  Guarantee Absolute.....................................................54

   SECTION 7.03.  Waivers................................................................55

   SECTION 7.04.  Remedies...............................................................55

   SECTION 7.05.  No Stay................................................................55

   SECTION 7.06.  Survival...............................................................55

ARTICLE VIII

   SECTION 8.01.  Authorization and Action...............................................56

   SECTION 8.02.  Agent's Reliance, Etc..................................................56

   SECTION 8.03.  Citibank and Affiliates................................................57



                                       ii










                                                                                      
   SECTION 8.04.  Lender Credit Decision.................................................57

   SECTION 8.05.  Indemnification........................................................57

   SECTION 8.06.  Successor Agent........................................................57

   SECTION 8.07.  Sub-Agent..............................................................58

ARTICLE IX

   SECTION 9.01.  Amendments, Etc........................................................58

   SECTION 9.02.  Notices, Etc...........................................................58

   SECTION 9.03.  No Waiver; Remedies....................................................59

   SECTION 9.04.  Costs and Expenses.....................................................60

   SECTION 9.05.  Binding Effect.........................................................61

   SECTION 9.06.  Assignments and Participations.........................................61

   SECTION 9.07.  Designated Subsidiaries................................................64

   SECTION 9.08.  Confidentiality........................................................64

   SECTION 9.09.  Mitigation of Yield Protection.........................................65

   SECTION 9.10.  Governing Law..........................................................65

   SECTION 9.11.  Execution in Counterparts..............................................65

   SECTION 9.12.  Jurisdiction, Etc......................................................65

   SECTION 9.13.  Substitution of Currency...............................................66

   SECTION 9.14.  Final Agreement........................................................66

   SECTION 9.15.  Judgment...............................................................66

   SECTION 9.16.  Waiver of Jury Trial...................................................68



                                      iii









SCHEDULES

Schedule I - List of Applicable Lending Offices

Schedule 3.01(b) - Disclosed Litigation

EXHIBITS


           
Exhibit A-1 - Form of Revolving Credit Note

Exhibit A-2 - Form of Competitive Bid Note

Exhibit B-1 - Form of Notice of Revolving Credit Borrowing

Exhibit B-2 - Form of Notice of Competitive Bid Borrowing

Exhibit C   -  Form of Assignment and Acceptance

Exhibit D   -  Form of Assumption Agreement

Exhibit E   -  Form of Designation Letter

Exhibit F   -  Form of Acceptance by Process Agent

Exhibit G   -  Form of Opinion of Gail E. Lehman, Assistant General Counsel of the
               Company

Exhibit H   -  Form of Opinion of Counsel to a Designated Subsidiary

Exhibit I   -  Form of Opinion of Shearman & Sterling LLP, Counsel to the Agent



                                       iv









                            364-DAY CREDIT AGREEMENT

                          Dated as of November 26, 2003

          HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") listed on the signature pages hereof, and CITIBANK, N.A. ("Citibank"),
as administrative agent (the "Agent") for the Lenders (as hereinafter defined),
JPMORGAN CHASE BANK, as syndication agent, BANK OF AMERICA, N.A., BARCLAYS BANK
PLC, DEUTSCHE BANK AG NEW YORK BRANCH and UBS SECURITIES LLC, as documentation
agents, and CITIGROUP GLOBAL MARKETS INC. and J.P.MORGAN SECURITIES INC., as
joint lead arrangers and co-book managers, hereby agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01. Certain Defined Terms.

          As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

          "Advance" means a Revolving Credit Advance or a Competitive Bid
     Advance.

          "Affiliate" means, as to any Person, any other Person that, directly
     or indirectly, controls, is controlled by or is under common control with
     such Person or is a director or officer of such Person. For purposes of
     this definition, the term "control" (including the terms "controlling",
     "controlled by" and "under common control with") of a Person means the
     possession, direct or indirect, of the power to direct or cause the
     direction of the management and policies of such Person, whether through
     the ownership of Voting Stock, by contract or otherwise.

          "Agent's Account" means (a) in the case of Advances denominated in
     Dollars, the account of the Agent maintained by the Agent at Citibank at
     its office at 388 Greenwich Street, New York, New York 10013, Account No.
     36852248, Attention: Bank Loan Syndications, (b) in the case of Advances
     denominated in any Foreign Currency, the account of the Sub-Agent
     designated in writing from time to time by the Agent to the Company and the
     Lenders for such purpose and (c) in any such case, such other account of
     the Agent as is designated in writing from time to time by the Agent to the
     Company and the Lenders for such purpose.

          "Alternate Currency" means any lawful currency other than Dollars and
     the Major Currencies that is freely transferrable and convertible into
     Dollars.

          "Applicable Lending Office" means, with respect to each Lender, such
     Lender's Domestic Lending Office in the case of a Base Rate Advance and
     such Lender's









     Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance and,
     in the case of a Competitive Bid Advance, the office of such Lender
     notified by such Lender to the Agent as its Applicable Lending Office with
     respect to such Competitive Bid Advance.

          "Applicable Margin" means (a) for Base Rate Advances, 0% per annum and
     (b) for Eurocurrency Rate Advances, as of any date, a percentage per annum
     determined by reference to the Public Debt Rating in effect on such date as
     set forth below:



     ---------------------------------------------------------------------------
                               Applicable Margin for     Applicable Margin for
                                 Eurocurrency Rate         Eurocurrency Rate
       Public Debt Rating     Advances Prior to Term     Advances On and After
           S&P/Moody's         Loan Conversion Date    Term Loan Conversion Date
     ---------------------------------------------------------------------------
                                                           
     Level 1
     A+ or A1 or above                 0.200%                    0.550%
     ---------------------------------------------------------------------------
     Level 2
     Lower than Level 1 but
     at least A or A2                  0.240%                    0.600%
     ---------------------------------------------------------------------------
     Level 3
     Lower than Level 2 but
     at least A- or A3                 0.280%                    0.700%
     ---------------------------------------------------------------------------
     Level 4
     Lower than Level 3 but
     at least BBB+ or Baa1             0.400%                    0.875%
     ---------------------------------------------------------------------------
     Level 5
     Lower than Level 4                0.625%                    1.375%
     ---------------------------------------------------------------------------


          "Applicable Percentage" means, as of any date prior to the Term Loan
     Conversion Date, a percentage per annum determined by reference to the
     Public Debt Rating in effect on such date as set forth below:



     -----------------------------------
       Public Debt Rating     Applicable
           S&P/Moody's        Percentage
     -----------------------------------
                              
     Level 1
     A+ or A1 or above           0.050%
     -----------------------------------
     Level 2
     Lower than Level 1 but
     at least A or A2            0.060%
     -----------------------------------
     Level 3
     Lower than Level 2 but
     at least A- or A3           0.070%
     -----------------------------------
     Level 4
     Lower than Level 3 but
     at least BBB+ or Baa1       0.100%
     -----------------------------------



                                        2










     -----------------------------------
                              
     Level 5
     Lower than Level 4          0.125%
     -----------------------------------


          "Applicable Utilization Fee" means, as of any date prior to the Term
     Loan Conversion Date that the aggregate Advances exceed 50% of the
     aggregate Commitments, a percentage per annum determined by reference to
     the Public Debt Rating in effect on such date as set forth below:



     ----------------------------------------
       Public Debt Rating        Applicable
           S&P/Moody's        Utilization Fee
     ----------------------------------------
                                
     Level
     A+ or A1 or above             0.050%
     ----------------------------------------
     Level 2
     Lower than Level 1 but
     at least A or A2              0.050%
     ----------------------------------------
     Level 3
     Lower than Level 2 but
     at least A- or A3             0.100%
     ----------------------------------------
     Level 4
     Lower than Level 3 but
     at least BBB+ or Baa1         0.125%
     ----------------------------------------
     Level 5
     Lower than Level 4            0.125%
     ----------------------------------------


          "Assignment and Acceptance" means an assignment and acceptance entered
     into by a Lender and an Eligible Assignee, and accepted by the Agent, in
     substantially the form of Exhibit C hereto.

          "Assuming Lender" means an Eligible Assignee not previously a Lender
     that becomes a Lender hereunder pursuant to Section 2.16.

          "Assumption Agreement" means an agreement in substantially the form of
     Exhibit D hereto by which an Eligible Assignee agrees to become a Lender
     hereunder pursuant to Section 2.16, in each case agreeing to be bound by
     all obligations of a Lender hereunder.

          "Base Rate" means a fluctuating interest rate per annum in effect from
     time to time, which rate per annum shall at all times be equal to the
     highest of:

               (a) the rate of interest announced publicly by Citibank in New
          York, New York, from time to time, as Citibank's base rate;

               (b) the sum (adjusted to the nearest 1/32 of 1% or, if there is
          no nearest 1/32 of 1%, to the next higher 1/32 of 1%) of (i) 1/2 of 1%
          per annum, plus (ii) the rate obtained by dividing (A) the latest
          three-week moving average of secondary market morning offering rates
          in the United States for three-month


                                        3









          certificates of deposit of major United States money market banks,
          such three-week moving average (adjusted to the basis of a year of 360
          days) being determined weekly on each Monday (or, if such day is not a
          Business Day, on the next succeeding Business Day) for the three-week
          period ending on the previous Friday by Citibank on the basis of such
          rates reported by certificate of deposit dealers to and published by
          the Federal Reserve Bank of New York or, if such publication shall be
          suspended or terminated, on the basis of quotations for such rates
          received by Citibank from three New York certificate of deposit
          dealers of recognized standing selected by Citibank, by (B) a
          percentage equal to 100% minus the average of the daily percentages
          specified during such three-week period by the Board of Governors of
          the Federal Reserve System (or any successor) for determining the
          maximum reserve requirement (including, but not limited to, any
          emergency, supplemental or other marginal reserve requirement) for
          Citibank with respect to liabilities consisting of or including (among
          other liabilities) three-month Dollar non-personal time deposits in
          the United States, plus (iii) the average during such three-week
          period of the annual assessment rates estimated by Citibank for
          determining the then current annual assessment payable by Citibank to
          the Federal Deposit Insurance Corporation (or any successor) for
          insuring Dollar deposits of Citibank in the United States; and

               (c) 1/2 of one percent per annum above the Federal Funds Rate.

          "Base Rate Advance" means a Revolving Credit Advance denominated in
     Dollars that bears interest as provided in Section 2.07(a)(i).

          "Borrower" means the Company or any Designated Subsidiary, as the
     context requires.

          "Borrowing" means a Revolving Credit Borrowing or a Competitive Bid
     Borrowing.

          "Business Day" means a day of the year on which banks are not required
     or authorized by law to close in New York City and, if the applicable
     Business Day relates to any Eurocurrency Rate Advance or LIBO Rate Advance,
     on which dealings are carried on in the London interbank market and banks
     are open for business in London and in the country of issue of the currency
     of such Eurocurrency Rate Advance or LIBO Rate Advance (or, in the case of
     an Advance denominated in Euros, on which the Trans-European Automated
     Real-Time Gross Settlement Express Transfer (TARGET) System is open) and,
     if the applicable Business Day relates to any Local Rate Advance, on which
     banks are open for business in the country of issue of the currency of such
     Local Rate Advance.

          "Change of Control" means that (i) any Person or group of Persons
     (within the meaning of Section 13 or 14 of the Securities Exchange Act of
     1934, as amended (the "Act")) (other than the Company, any Subsidiary of
     the Company or any savings, pension or other benefit plan for the benefit
     of employees of the Company or its Subsidiaries) which theretofore
     beneficially owned less than 30% of the Voting Stock of the Company


                                        4









     then outstanding shall have acquired beneficial ownership (within the
     meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
     under the Act) of 30% or more in voting power of the outstanding Voting
     Stock of the Company or (ii) during any period of twelve consecutive
     calendar months commencing at the Effective Date, individuals who at the
     beginning of such twelve-month period were directors of the Company shall
     cease to constitute a majority of the Board of Directors of the Company.

          "Commitment" means as to any Lender (i) the Dollar amount set forth
     opposite its name on the signature pages hereof, (ii) if such Lender has
     become a Lender hereunder pursuant to an Assumption Agreement, the Dollar
     amount set forth as its Commitment in such Assumption Agreement or (iii) if
     such Lender has entered into any Assignment and Acceptance, the Dollar
     amount set forth for such Lender in the Register maintained by the
     Administrative Agent pursuant to Section 9.06(d), in each case as the same
     may be terminated or reduced, as the case may be, pursuant to Section 2.05.

          "Competitive Bid Advance" means an advance by a Lender to any Borrower
     as part of a Competitive Bid Borrowing resulting from the competitive
     bidding procedure described in Section 2.03 and refers to a Fixed Rate
     Advance, a LIBO Rate Advance or a Local Rate Advance (each of which shall
     be a "Type" of Competitive Bid Advance).

          "Competitive Bid Borrowing" means a borrowing consisting of
     simultaneous Competitive Bid Advances from each of the Lenders whose offer
     to make one or more Competitive Bid Advances as part of such borrowing has
     been accepted under the competitive bidding procedure described in Section
     2.03.

          "Competitive Bid Note" means a promissory note of any Borrower payable
     to the order of any Lender, in substantially the form of Exhibit A-2
     hereto, evidencing the indebtedness of such Borrower to such Lender
     resulting from a Competitive Bid Advance made by such Lender to such
     Borrower.

          "Competitive Bid Reduction" has the meaning specified in Section 2.01.

          "Consenting Lenders" has the meaning specified in Section 2.16(b).

          "Consolidated" refers to the consolidation of accounts in accordance
     with GAAP.

          "Consolidated Subsidiary" means, at any time, any Subsidiary the
     accounts of which are required at that time to be included on a
     Consolidated basis in the Consolidated financial statements of the Company,
     assuming that such financial statements are prepared in accordance with
     GAAP.

          "Convert", "Conversion" and "Converted" each refers to a conversion of
     Revolving Credit Advances of one Type into Revolving Credit Advances of the
     other Type pursuant to Section 2.08 or 2.11.

          "Debt" means, with respect to any Person: (i) indebtedness of such
     Person, which is not limited as to recourse to such Person, for borrowed
     money (whether by loan or the issuance and sale of debt securities) or for
     the deferred (for 90 days or more) purchase or


                                        5









     acquisition price of property or services; (ii) indebtedness or obligations
     of others which such Person has assumed or guaranteed; (iii) indebtedness
     or obligations of others secured by a lien, charge or encumbrance on
     property of such Person whether or not such Person shall have assumed such
     indebtedness or obligations; (iv) obligations of such Person in respect of
     letters of credit (other than performance letters of credit, except to the
     extent backing an obligation of any Person which would be Debt of such
     Person), acceptance facilities, or drafts or similar instruments issued or
     accepted by banks and other financial institutions for the account of such
     Person; and (v) obligations of such Person under leases which are required
     to be capitalized on a balance sheet of such Person in accordance with
     GAAP.

          "Default" means any Event of Default or any event that would
     constitute an Event of Default but for the requirement that notice be given
     or time elapse or both.

          "Designated Subsidiary" means any corporate Subsidiary of the Company
     designated for borrowing privileges under this Agreement pursuant to
     Section 9.07.

          "Designation Letter" means, with respect to any Designated Subsidiary,
     a letter in the form of Exhibit E hereto signed by such Designated
     Subsidiary and the Company.

          "Disclosed Litigation" has the meaning specified in Section 3.01(b).

          "Dollars" and the "$" sign each mean lawful money of the United States
     of America.

          "Domestic Lending Office" means, with respect to any Initial Lender,
     the office of such Lender specified as its "Domestic Lending Office"
     opposite its name on Schedule I hereto and, with respect to any other
     Lender, the office of such Lender specified as its "Domestic Lending
     Office" in the Assumption Agreement or in the Assignment and Acceptance
     pursuant to which it became a Lender, or such other office of such Lender
     as such Lender may from time to time specify to the Company and the Agent.

          "Domestic Subsidiary" means any Subsidiary whose operations are
     conducted primarily in the United States excluding any Subsidiary whose
     assets consist primarily of the stock of Subsidiaries whose operations are
     conducted outside the United States of America.

          "Effective Date" has the meaning specified in Section 3.01.

          "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a Lender;
     (iii) a commercial bank organized under the laws of the United States, or
     any State thereof, and having total assets in excess of $10,000,000,000;
     (iv) a savings and loan association or savings bank organized under the
     laws of the United States, or any State thereof, and having a net worth of
     at least $500,000,000, calculated in accordance with GAAP; (v) a commercial
     bank organized under the laws of any other country that is a member of the
     Organization for Economic Cooperation and Development or has concluded
     special lending arrangements with the International Monetary Fund
     associated with its General


                                        6









     Arrangements to Borrow, or a political subdivision of any such country, and
     having total assets in excess of $10,000,000,000, so long as such bank is
     acting through a branch or agency located in the country in which it is
     organized or another country that is described in this clause (v); and (vi)
     the central bank of any country that is a member of the Organization for
     Economic Cooperation and Development.

          "Environmental Action" means any action, suit, demand, demand letter,
     claim, notice of non-compliance or violation, notice of liability or
     potential liability, investigation, proceeding, consent order or consent
     agreement relating in any way to any Environmental Law, Environmental
     Permit or Hazardous Materials or arising from alleged injury or threat of
     injury to health, safety or the environment, including, without limitation,
     (a) by any governmental or regulatory authority for enforcement, cleanup,
     removal, response, remedial or other actions or damages and (b) by any
     governmental or regulatory authority or any third party for damages,
     contribution, indemnification, cost recovery, compensation or injunctive
     relief.

          "Environmental Law" means any federal, state, local or foreign
     statute, law, ordinance, rule, regulation, code, order, judgment, decree or
     judicial or agency interpretation, policy or guidance relating to pollution
     or protection of the environment, health, safety or natural resources,
     including, without limitation, those relating to the use, handling,
     transportation, treatment, storage, disposal, release or discharge of
     Hazardous Materials.

          "Environmental Permit" means any permit, approval, identification
     number, license or other authorization required under any Environmental
     Law.

          "Equivalent" in Dollars of any Foreign Currency on any date means the
     equivalent in Dollars of such Foreign Currency determined by using the
     quoted spot rate at which the Sub-Agent's principal office in London offers
     to exchange Dollars for such Foreign Currency in London prior to 4:00 P.M.
     (London time) (unless otherwise indicated by the terms of this Agreement)
     on such date as is required pursuant to the terms of this Agreement, and
     the "Equivalent" in any Foreign Currency of Dollars means the equivalent in
     such Foreign Currency of Dollars determined by using the quoted spot rate
     at which the Sub-Agent's principal office in London offers to exchange such
     Foreign Currency for Dollars in London prior to 4:00 P.M. (London time)
     (unless otherwise indicated by the terms of this Agreement) on such date as
     is required pursuant to the terms of this Agreement.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "ERISA Affiliate" of any Person means any other Person that for
     purposes of Title IV of ERISA is a member of such Person's controlled
     group, or under common control with such Person, within the meaning of
     Section 414 of the Internal Revenue Code.


                                        7









          "ERISA Event" with respect to any Person means (a) (i) the occurrence
     of a reportable event, within the meaning of Section 4043 of ERISA, with
     respect to any Plan of such Person or any of its ERISA Affiliates unless
     the 30-day notice requirement with respect to such event has been waived by
     the PBGC, or (ii) an event described in paragraph (9), (10), (11), (12) or
     (13) of Section 4043(c) of ERISA is reasonably expected to occur with
     respect to a Plan of such Person or any of its ERISA Affiliates within the
     following 30 days, and the contributing sponsor, as defined in Section
     4001(a)(13) of ERISA, of such Plan is required under Section 4043(b)(3) of
     ERISA (taking into account Section 4043(b)(2) of ERISA) to notify the PBGC
     that the event is about to occur; (b) the application for a minimum funding
     waiver with respect to a Plan of such Person or any of its ERISA
     Affiliates; (c) the provision by the administrator of any Plan of such
     Person or any of its ERISA Affiliates of a notice of intent to terminate
     such Plan in a distress termination pursuant to Section 4041(a)(2) of ERISA
     (including any such notice with respect to a plan amendment referred to in
     Section 4041(e) of ERISA); (d) the cessation of operations at a facility of
     such Person or any of its ERISA Affiliates in the circumstances described
     in Section 4062(e) of ERISA; (e) the withdrawal by such Person or any of
     its ERISA Affiliates from a Multiple Employer Plan during a plan year for
     which it was a substantial employer, as defined in Section 4001(a)(2) of
     ERISA; (f) the conditions for the imposition of a lien under Section 302(f)
     of ERISA shall have been met with respect to any Plan of such Person or any
     of its ERISA Affiliates; (g) the adoption of an amendment to a Plan of such
     Person or any of its ERISA Affiliates requiring the provision of security
     to such Plan pursuant to Section 307 of ERISA; or (h) the institution by
     the PBGC of proceedings to terminate a Plan of such Person or any of its
     ERISA Affiliates pursuant to Section 4042 of ERISA, or the occurrence of
     any event or condition described in Section 4042 of ERISA that constitutes
     grounds for the termination of, or the appointment of a trustee to
     administer, such Plan.

          "Escrow" means an escrow established with an independent escrow agent
     pursuant to an escrow agreement reasonably satisfactory in form and
     substance to the Person or Persons asserting the obligation of one or more
     Borrowers to make a payment to it or them hereunder.

          "EURIBO Rate" means, for any Interest Period for each Eurocurrency
     Rate Advance comprising part of the same Borrowing, the rate per annum
     appearing on Page 248 of the Moneyline Telerate Service (or on any
     successor or substitute page of such Service, or any successor to or
     substitute for such Service, providing rate quotations comparable to those
     currently provided on such page of such Service, as determined by the Agent
     from time to time for purposes of providing quotations of interest rates
     applicable to deposits in Euro by reference to the Banking Federation of
     the European Union Settlement Rates for deposits in Euro) at approximately
     10:00 a.m., London time, two Business Days prior to the commencement of
     such Interest Period, as the rate for deposits in Euros with a maturity
     comparable to such Interest Period or, if for any reason such rate is not
     available, the average (rounded upward to the nearest whole multiple of
     1/16 of 1% per annum, if such average is not such a multiple) of the
     respective rates per annum at which deposits in Euros are offered by the
     principal office of each of the Reference Banks in London, England to prime
     banks in the London interbank market at 11:00 A.M. (London time) two
     Business Days before the first day of such Interest Period


                                        8









     in an amount substantially equal to such Reference Bank's Eurocurrency Rate
     Advance comprising part of such Borrowing to be outstanding during such
     Interest Period and for a period equal to such Interest Period (subject,
     however, to the provisions of Section 2.07).

          "Euro" means the lawful currency of the European Union as constituted
     by the Treaty of Rome which established the European Community, as such
     treaty may be amended from time to time and as referred to in the EMU
     legislation.

          "Eurocurrency Lending Office" means, with respect to any Initial
     Lender, the office of such Lender specified as its "Eurocurrency Lending
     Office" opposite its name on Schedule I hereto and, with respect to any
     other Lender, the office of such Lender specified as its "Eurocurrency
     Lending Office" in the Assumption Agreement or in the Assignment and
     Acceptance pursuant to which it became a Lender (or, if no such office is
     specified, its Domestic Lending Office), or such other office of such
     Lender as such Lender may from time to time specify to the Company and the
     Agent.

          "Eurocurrency Liabilities" has the meaning assigned to that term in
     Regulation D of the Board of Governors of the Federal Reserve System, as in
     effect from time to time.

          "Eurocurrency Rate" means, for any Interest Period for each
     Eurocurrency Rate Advance comprising part of the same Revolving Credit
     Borrowing, an interest rate per annum equal to the rate per annum obtained
     by dividing (a) (i) in the case of any Advance denominated in Dollars or
     any Major Currency other than Euros, the rate per annum (rounded upwards,
     if necessary, to the nearest 1/100 of 1%) appearing on the applicable
     Telerate Page as the London interbank offered rate for deposits in Dollars
     or in the relevant Major Currency at approximately 11:00 A.M. (London time)
     two Business Days prior to the first day of such Interest Period for a term
     comparable to such Interest Period or, if for any reason such rate is not
     available, the average (rounded upward to the nearest whole multiple of
     1/32 of 1% per annum, if such average is not such a multiple) of the rate
     per annum at which deposits in Dollars or in the relevant Major Currency
     are offered by the principal office of each of the Reference Banks in
     London, England to prime banks in the London interbank market at 11:00 A.M.
     (London time) two Business Days before the first day of such Interest
     Period in an amount substantially equal to such Reference Bank's
     Eurocurrency Rate Advance comprising part of such Revolving Credit
     Borrowing to be outstanding during such Interest Period and for a period
     equal to such Interest Period or, (ii) in the case of any Advance
     denominated in Euros, the EURIBO Rate by (b) a percentage equal to 100%
     minus the Eurocurrency Rate Reserve Percentage for such Interest Period. If
     the Telerate Page is unavailable, the Eurocurrency Rate for any Interest
     Period for each Eurocurrency Rate Advance comprising part of the same
     Revolving Credit Borrowing shall be determined by the Agent on the basis of
     applicable rates furnished to and received by the Agent from the Reference
     Banks two Business Days before the first day of such Interest Period,
     subject, however, to the provisions of Section 2.08.

          "Eurocurrency Rate Advance" means a Revolving Credit Advance
     denominated in Dollars or in a Major Currency that bears interest as
     provided in Section 2.07(a)(ii).


                                        9









          "Eurocurrency Rate Reserve Percentage" for any Interest Period for all
     Eurocurrency Rate Advances or LIBO Rate Advances comprising part of the
     same Borrowing means the reserve percentage applicable two Business Days
     before the first day of such Interest Period under regulations issued from
     time to time by the Board of Governors of the Federal Reserve System (or
     any successor) for determining the maximum reserve requirement (including,
     without limitation, any emergency, supplemental or other marginal reserve
     requirement) for a member bank of the Federal Reserve System in New York
     City with respect to liabilities or assets consisting of or including
     Eurocurrency Liabilities (or with respect to any other category of
     liabilities that includes deposits by reference to which the interest rate
     on Eurocurrency Rate Advances or LIBO Rate Advances is determined) having a
     term equal to such Interest Period.

          "Events of Default" has the meaning specified in Section 6.01.

          "Extension Date" has the meaning specified in Section 2.16(a).

          "Federal Funds Rate" means, for any period, a fluctuating interest
     rate per annum equal for each day during such period to the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or, if
     such rate is not so published for any day that is a Business Day, the
     average of the quotations for such day on such transactions received by the
     Agent from three Federal funds brokers of recognized standing selected by
     it.

          "Fixed Rate Advance" has the meaning specified in Section 2.03(a)(i),
     which Advance shall be denominated in Dollars or in any Foreign Currency.

          "Foreign Currency" means any Major Currency or any Alternate Currency.

          "GAAP" has the meaning specified in Section 1.03.

          "Hazardous Materials" means (a) petroleum and petroleum products,
     byproducts or breakdown products, radioactive materials,
     asbestos-containing materials, polychlorinated biphenyls and radon gas and
     (b) any other chemicals, materials or substances designated, classified or
     regulated as hazardous or toxic or as a pollutant or contaminant under any
     Environmental Law.

          "Insufficiency" means, with respect to any Plan, the amount, if any,
     of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
     ERISA.

          "Interest Period" means, for each Eurocurrency Rate Advance comprising
     part of the same Revolving Credit Borrowing and each LIBO Rate Advance
     comprising part of the same Competitive Bid Borrowing, the period
     commencing on the date of such Eurocurrency Rate Advance or LIBO Rate
     Advance or the date of the Conversion of any Base Rate Advance into such
     Eurocurrency Rate Advance and ending on the last day of the period selected
     by the Borrower requesting such Borrowing pursuant to the provisions below
     and, thereafter, with respect to Eurocurrency Rate Advances, each
     subsequent


                                       10









     period commencing on the last day of the immediately preceding Interest
     Period and ending on the last day of the period selected by such Borrower
     pursuant to the provisions below. The duration of each such Interest Period
     shall be one, two, three or six months and, if available to all Lenders,
     nine months, as the Borrower requesting the Borrowing may, upon notice
     received by the Agent not later than 11:00 A.M. (New York City time) on the
     third Business Day prior to the first day of such Interest Period, select;
     provided, however, that:

               (i) such Borrower may not select any Interest Period that ends
          after the scheduled Termination Date or, if the Revolving Credit
          Advances have been converted to a term loan pursuant to Section 2.06
          prior to such selection, that ends after the Maturity Date;

               (ii) Interest Periods commencing on the same date for
          Eurocurrency Rate Advances comprising part of the same Revolving
          Credit Borrowing or for LIBO Rate Advances comprising part of the same
          Competitive Bid Borrowing shall be of the same duration;

               (iii) whenever the last day of any Interest Period would
          otherwise occur on a day other than a Business Day, the last day of
          such Interest Period shall be extended to occur on the next succeeding
          Business Day, provided, however, that, if such extension would cause
          the last day of such Interest Period to occur in the next following
          calendar month, the last day of such Interest Period shall occur on
          the next preceding Business Day; and

               (iv) whenever the first day of any Interest Period occurs on a
          day of an initial calendar month for which there is no numerically
          corresponding day in the calendar month that succeeds such initial
          calendar month by the number of months equal to the number of months
          in such Interest Period, such Interest Period shall end on the last
          Business Day of such succeeding calendar month.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "Lenders" means, collectively, (i) Initial Lenders, (ii) each Assuming
     Lender that shall become a party hereto pursuant to Section 2.16 and (iii)
     each Eligible Assignee that shall become a party hereto pursuant to Section
     9.06(a), (b) and (c).

          "LIBO Rate" means, for any Interest Period for all LIBO Rate Advances
     comprising part of the same Competitive Bid Borrowing, an interest rate per
     annum equal to the rate per annum obtained by dividing (a) (i) in the case
     of any Advance denominated in Dollars or any Foreign Currency other than
     Euro, the rate per annum (rounded upwards, if necessary, to the nearest
     1/100 of 1%) appearing on the applicable Telerate Page as the London
     interbank offered rate for deposits in Dollars or in the relevant Foreign
     Currency at approximately 11:00 A.M. (London time) two Business Days prior
     to the first day of such Interest Period or, if for any reason such rate is
     not available, the average (rounded upward to the nearest whole multiple of
     1/32 of 1% per


                                       11









     annum, if such average is not such a multiple) of the rate per annum at
     which deposits in Dollars or in the relevant Foreign Currency are offered
     by the principal office of each of the Reference Banks in London, England
     to prime banks in the London interbank market at 11:00 A.M. (London time)
     two Business Days before the first day of such Interest Period in an amount
     substantially equal to the amount that would be the Reference Banks'
     respective ratable shares of such Borrowing if such Borrowing were to be a
     Revolving Credit Borrowing to be outstanding during such Interest Period
     and for a period equal to such Interest Period or, (ii) in the case of any
     Advance denominated in Euros, the EURIBO Rate by (b) a percentage equal to
     100% minus the Eurocurrency Rate Reserve Percentage for such Interest
     Period. If the Telerate Page is unavailable, the LIBO Rate for any Interest
     Period for each LIBO Rate Advance comprising part of the same Competitive
     Bid Borrowing shall be determined by the Agent on the basis of applicable
     rates furnished to and received by the Agent from the Reference Banks two
     Business Days before the first day of such Interest Period, subject,
     however, to the provisions of Section 2.08.

          "LIBO Rate Advance" means a Competitive Bid Advance denominated in
     Dollars or in any Foreign Currency and bearing interest based on the LIBO
     Rate.

          "Lien" means any lien, mortgage, pledge, security interest or other
     charge or encumbrance of any kind.

          "Local Rate Advance" means a Competitive Bid Advance denominated in
     any Foreign Currency sourced from the jurisdiction of issuance of such
     Foreign Currency and bearing interest at a fixed rate.

          "Major Currencies" means lawful currency of the United Kingdom of
     Great Britain and Northern Ireland, lawful currency of Japan and Euros.

          "Majority Lenders" means at any time Lenders holding at least 51% of
     the then aggregate principal amount (based on the Equivalent in Dollars at
     such time) of the Revolving Credit Advances owing to Lenders, or, if no
     such principal amount is then outstanding, Lenders having at least 51% of
     the Commitments.

          "Material Adverse Change" means any material adverse change in the
     financial condition or results of operations of the Company and its
     Consolidated Subsidiaries taken as a whole.

          "Material Adverse Effect" means a material adverse effect on (a) the
     financial condition or results of operations of the Company and its
     Consolidated Subsidiaries taken as a whole, (b) the rights and remedies of
     the Agent or any Lender under this Agreement or any Note or (c) the ability
     of the Borrowers to perform their obligations under this Agreement or any
     Note.

          "Maturity Date" means the earlier of (a) the first anniversary of the
     Termination Date and (b) the date of termination in whole of the aggregate
     Commitments pursuant to Section 2.05 or 6.01.


                                       12









          "Moody's" means Moody's Investors Service, Inc.

          "Multiemployer Plan" of any Person means a multiemployer plan, as
     defined in Section 4001(a)(3) of ERISA, to which such Person or any of its
     ERISA Affiliates is making or accruing an obligation to make contributions,
     or has within any of the preceding five plan years made or accrued an
     obligation to make contributions.

          "Multiple Employer Plan" of any Person means a single employer plan,
     as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
     employees of such Person or any of its ERISA Affiliates and at least one
     Person other than such Person or any of its ERISA Affiliates or (b) was so
     maintained and in respect of which such Person or any of its ERISA
     Affiliates could have liability under Section 4064 or 4069 of ERISA in the
     event such plan has been or were to be terminated.

          "Net Tangible Assets of the Company and its Consolidated
     Subsidiaries", as at any particular date of determination, means the total
     amount of assets (less applicable reserves and other properly deductible
     items) after deducting therefrom (a) all current liabilities (excluding any
     thereof which are by their terms extendible or renewable at the option of
     the obligor thereon to a time more than 12 months after the time as of
     which the amount thereof is being computed) and (b) all goodwill, trade
     names, trademarks, patents, unamortized debt discount and expense and other
     like intangible assets, as set forth in the most recent balance sheet of
     the Company and its Consolidated Subsidiaries and computed in accordance
     with GAAP.

          "Non-Consenting Lender" has the meaning specified in Section 2.16(b).

          "Note" means a Revolving Credit Note or a Competitive Bid Note.

          "Notice of Competitive Bid Borrowing" has the meaning specified in
     Section 2.03(a).

          "Notice of Revolving Credit Borrowing" has the meaning specified in
     Section 2.02(a).

          "Obligations" has the meaning specified in Section 7.01(b).

          "Payment Office" means, for any Foreign Currency, such office of
     Citibank as shall be from time to time selected by the Agent and notified
     by the Agent to the Borrowers and the Lenders.

          "PBGC" means the Pension Benefit Guaranty Corporation (or any
     successor).

          "Person" means an individual, partnership, corporation (including a
     business trust), joint stock company, trust, unincorporated association,
     joint venture, limited liability company or other entity, or a government
     or any political subdivision or agency thereof.

          "Plan" means a Single Employer Plan or a Multiple Employer Plan.


                                       13









          "Process Agent" has the meaning specified in Section 9.12(a).

          "Public Debt Rating" means, as of any date, the highest rating that
     has been most recently announced by either S&P or Moody's, as the case may
     be, for any class of non-credit enhanced long-term senior unsecured debt
     issued by the Company. For purposes of the foregoing, (a) if only one of
     S&P and Moody's shall have in effect a Public Debt Rating, the Applicable
     Margin, the Applicable Utilization Fee and the Applicable Percentage shall
     be determined by reference to the available rating; (b) if neither S&P nor
     Moody's shall have in effect a Public Debt Rating, the Applicable Margin,
     the Applicable Utilization Fee and the Applicable Percentage will be set in
     accordance with Level 5 under the definition of "Applicable Margin",
     "Applicable Utilization Fee" or "Applicable Percentage", as the case may
     be; (c) if the ratings established by S&P and Moody's shall fall within
     different levels, the Applicable Margin, the Applicable Utilization Fee and
     the Applicable Percentage shall be based upon the higher rating, provided
     that if the lower of such ratings is more than one level below the higher
     of such ratings, the Applicable Margin, the Applicable Utilization Fee and
     the Applicable Percentage shall be determined by reference to the level
     that is one level above such lower rating; (d) if any rating established by
     S&P or Moody's shall be changed, such change shall be effective as of the
     date on which such change is first announced publicly by the rating agency
     making such change; and (e) if S&P or Moody's shall change the basis on
     which ratings are established, each reference to the Public Debt Rating
     announced by S&P or Moody's, as the case may be, shall refer to the then
     equivalent rating by S&P or Moody's, as the case may be.

          "Rating Condition" has the meaning specified in Section 2.05(c)(ii).

          "Rating Condition Notice" has the meaning specified in Section
     2.05(c)(ii).

          "Reference Banks" means Citibank, Bank of America, N.A., JPMorgan
     Chase Bank and Deutsche Bank AG New York Branch.

          "Register" has the meaning specified in Section 9.06(d).

          "Restricted Property" means (a) any property of the Company located
     within the United States of America that, in the opinion of the Company's
     Board of Directors, is a principal manufacturing property or (b) any shares
     of capital stock or Debt of any Subsidiary owning any such property.

          "Revolving Credit Advance" means an advance by a Lender to any
     Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
     Advance or a Eurocurrency Rate Advance (each of which shall be a "Type" of
     Revolving Credit Advance).

          "Revolving Credit Borrowing" means a borrowing consisting of
     simultaneous Revolving Credit Advances of the same Type made by each of the
     Lenders pursuant to Section 2.01.


                                       14









          "Revolving Credit Note" means a promissory note of any Borrower
     payable to the order of any Lender, delivered pursuant to a request made
     under Section 2.17 in substantially the form of Exhibit A-1 hereto,
     evidencing the aggregate indebtedness of such Borrower to such Lender
     resulting from the Revolving Credit Advances made by such Lender to such
     Borrower.

          "Sale and Leaseback Transaction" means any arrangement with any Person
     (other than the Company or a Subsidiary of the Company), or to which any
     such Person is a party, providing for the leasing to the Company or to a
     Subsidiary of the Company owning Restricted Property for a period of more
     than three years of any Restricted Property that has been or is to be sold
     or transferred by the Company or such Subsidiary to such Person, or to any
     other Person (other than the Company or a Subsidiary of the Company) to
     which funds have been or are to be advanced by such Person on the security
     of the leased property. It is understood that arrangements pursuant to
     Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, or any
     successor provision having similar effect, are not included within this
     definition of "Sale and Leaseback Transaction".

          "Single Employer Plan" of any Person means a single employer plan, as
     defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
     employees of such Person or any of its ERISA Affiliates and no Person other
     than such Person and its ERISA Affiliates or (b) was so maintained and in
     respect of which such Person or any of its ERISA Affiliates could have
     liability under Section 4069 of ERISA in the event such plan has been or
     were to be terminated.

          "S&P" means Standard & Poor's Ratings Group, a division of The McGraw
     Hill Companies, Inc.

          "Sub-Agent" means Citibank International plc.

          "Subsidiary" of any Person means any corporation, partnership, joint
     venture, limited liability company, trust or estate of which (or in which)
     more than 50% of (a) the issued and outstanding capital stock having
     ordinary voting power to elect a majority of the Board of Directors of such
     corporation (irrespective of whether at the time capital stock of any other
     class or classes of such corporation shall or might have voting power upon
     the occurrence of any contingency), (b) the interest in the capital or
     profits of such limited liability company, partnership or joint venture or
     (c) the beneficial interest in such trust or estate is at the time directly
     or indirectly owned or controlled by such Person, by such Person and one or
     more of its other Subsidiaries or by one or more of such Person's other
     Subsidiaries.

          "Telerate Page" means, as applicable, page 3740 or 3750 (or any
     successor pages, respectively) of Moneyline Telerate Service.

          "Term Loan Conversion Date" means the Termination Date on which all
     Revolving Credit Advances outstanding on such date are converted into a
     term loan pursuant to Section 2.06.


                                       15









          "Term Loan Election" has the meaning specified in Section 2.06.

          "Termination Date" means the earlier of (a) November 24, 2004, or such
     later date to which it may be extended pursuant to Section 2.16, and (b)
     the date of termination in whole of the Commitments pursuant to Section
     2.05(a) or Section 6.01 or, if all Lenders elect to terminate their
     Commitments as provided therein, Section 2.05(d).

          "Threatened" means, with respect to any action, suit, investigation,
     litigation or proceeding, a written communication to the Company or a
     Designated Subsidiary, as the case may be, expressing an intention to
     immediately bring such action, suit, investigation, litigation or
     proceeding.

          "Voting Stock" means capital stock issued by a corporation, or
     equivalent interests in any other Person, the holders of which are
     ordinarily, in the absence of contingencies, entitled to vote for the
     election of directors (or persons performing similar functions) of such
     Person, even if the right so to vote has been suspended by the happening of
     such a contingency.

          "Withdrawal Liability" has the meaning specified in Part I of Subtitle
     E of Title IV of ERISA.

          SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

          SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed, and all financial computations and
determinations pursuant hereto shall be made, in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(e) ("GAAP"); provided,
however, that, if any changes in accounting principles from those used in the
preparation of such financial statements have been required by the rules,
regulations, pronouncements or opinions of the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) and have been adopted by the Company
with the agreement of its independent certified public accountants, the Lenders
agree to consider a request by the Company to amend this Agreement to take
account of such changes.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.01. The Revolving Credit Advances. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Revolving
Credit Advances to any Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in an aggregate amount
(based in respect of any Revolving Credit Advance denominated in a Major
Currency on the Equivalent in Dollars determined on the date of delivery of the
applicable Notice of Revolving Credit Borrowing), not to exceed at any time
outstanding such Lender's Commitment, provided that the aggregate amount of the


                                       16









Commitments of the Lenders shall be deemed used from time to time to the extent
of the aggregate amount (based in respect of any Competitive Bid Advance
denominated in a Foreign Currency on the Equivalent in Dollars at such time) of
the Competitive Bid Advances then outstanding and such deemed use of the
aggregate amount of the Commitments shall be allocated among the Lenders ratably
according to their respective Commitments (such deemed use of the aggregate
amount of the Commitments being a "Competitive Bid Reduction"). Each Revolving
Credit Borrowing shall be in an aggregate amount not less than $10,000,000 (or
the Equivalent thereof in any Major Currency determined on the date of delivery
of the applicable Notice of Revolving Credit Borrowing) or an integral multiple
of $1,000,000 (or the Equivalent thereof in any Major Currency determined on the
date of delivery of the applicable Notice of Revolving Credit Borrowing) in
excess thereof and shall consist of Revolving Credit Advances of the same Type
made on the same day by the Lenders ratably according to their respective
Commitments; provided, however, that if there is no unused portion of the
Commitment of one or more Lenders at the time of any requested Revolving Credit
Borrowing such Borrowing shall consist of Revolving Credit Advances of the same
Type made on the same day by the Lender or Lenders who do then have an unused
portion of their Commitments ratably according to the unused portion of such
Commitments. Notwithstanding anything herein to the contrary, no Revolving
Credit Borrowing may be made in a Major Currency if, after giving effect to the
making of such Revolving Credit Borrowing, the Equivalent in Dollars of the
aggregate amount of outstanding Revolving Credit Advances denominated in Major
Currencies, together with the Equivalent in Dollars of the aggregate amount of
outstanding Competitive Bid Advances denominated in Foreign Currencies, would
exceed $500,000,000. Within the limits of each Lender's Commitment, any Borrower
may borrow under this Section 2.01, prepay pursuant to Section 2.09 and reborrow
under this Section 2.01.

          SECTION 2.02. Making the Revolving Credit Advances. (a) Each Revolving
Credit Borrowing shall be made on notice, given not later than (x) 10:00 A.M.
(New York City time) on the third Business Day prior to the date of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Major Currency, (y)
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars or (z)
9:00 A.M. (New York City time) on the day of the proposed Revolving Credit
Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate
Advances, by any Borrower to the Agent (and the Agent shall, in the case of a
Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, immediately
relay such notice to the Sub-Agent), which shall give to each Lender prompt
notice thereof by telecopier or telex. Each such notice of a Revolving Credit
Borrowing (a "Notice of Revolving Credit Borrowing") shall be by telephone,
confirmed immediately in writing, or telecopier or telex in substantially the
form of Exhibit B-1 hereto, specifying therein the requested (i) date of such
Revolving Credit Borrowing, (ii) Type of Advances comprising such Revolving
Credit Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing, and
(iv) in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances, initial Interest Period and currency for each such Revolving Credit
Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date
of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing
consisting of Advances denominated in Dollars, and before 11:00 A.M. (London
time) on the date of such Revolving Credit Borrowing, in the case of a Revolving
Credit Borrowing consisting of


                                       17









Eurocurrency Rate Advances denominated in any Major Currency, make available for
the account of its Applicable Lending Office to the Agent at the applicable
Agent's account, in same day funds, such Lender's ratable portion (as determined
in accordance with Section 2.01) of such Revolving Credit Borrowing. After the
Agent's receipt of such funds and upon fulfillment of the applicable conditions
set forth in Article III, the Agent will make such funds available to the
Borrower requesting the Revolving Credit Borrowing at the Agent's aforesaid
address or at the applicable Payment Office, as the case may be.

          (b) Anything in subsection (a) above to the contrary notwithstanding,
a Borrower may not select Eurocurrency Rate Advances for any proposed Revolving
Credit Borrowing if the obligation of the Lenders to make Eurocurrency Rate
Advances shall then be suspended pursuant to Section 2.08 or 2.11.

          (c) Each Notice of Revolving Credit Borrowing of any Borrower shall be
irrevocable and binding on such Borrower. In the case of any Revolving Credit
Borrowing that the related Notice of Revolving Credit Borrowing specifies is to
be comprised of Eurocurrency Rate Advances, the Borrower requesting such
Revolving Credit Borrowing shall indemnify each Lender against any loss, cost or
expense incurred by such Lender as a result of any failure by such Borrower to
fulfill on or before the date specified in such Notice of Revolving Credit
Borrowing for such Revolving Credit Borrowing the applicable conditions set
forth in Article III, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Revolving Credit Advance to be made by such Lender as part of such Revolving
Credit Borrowing when such Revolving Credit Advance, as a result of such
failure, is not made on such date.

          (d) Unless the Agent shall have received notice from a Lender prior to
the date of any Revolving Credit Borrowing that such Lender will not make
available to the Agent such Lender's ratable portion of such Revolving Credit
Borrowing, the Agent may assume that such Lender has made such portion available
to the Agent on the date of such Revolving Credit Borrowing in accordance with
subsection (a) of this Section 2.02 and the Agent may, in reliance upon such
assumption, make available to the Borrower proposing such Revolving Credit
Borrowing on such date a corresponding amount. If and to the extent that such
Lender shall not have so made such ratable portion available to the Agent, such
Lender and such Borrower severally agree to repay to the Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to such Borrower until the date such
amount is repaid to the Agent, at (i) in the case of such Borrower, the higher
of (A) the interest rate applicable at the time to Revolving Credit Advances
comprising such Revolving Credit Borrowing and (B) the cost of funds incurred by
the Agent in respect of such amount and (ii) in the case of such Lender, (A) the
Federal Funds Rate in the case of Advances denominated in Dollars or (B) the
cost of funds incurred by the Agent in respect of such amount in the case of
Advances denominated in any Major Currency. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Revolving Credit Advance as part of such Revolving Credit Borrowing for
purposes of this Agreement.


                                       18









          (e) The failure of any Lender to make the Revolving Credit Advance to
be made by it as part of any Revolving Credit Borrowing shall not relieve any
other Lender of its obligation, if any, hereunder to make its Revolving Credit
Advance on the date of such Revolving Credit Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit
Borrowing.

          SECTION 2.03. The Competitive Bid Advances. (a) Each Lender severally
agrees that any Borrower may request Competitive Bid Borrowings under this
Section 2.03 from time to time on any Business Day during the period from the
date hereof until the date occurring seven days prior to the Termination Date in
the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate amount (based in respect of any Advance
denominated in a Foreign Currency on the Equivalent in Dollars on such Business
Day) of the Advances then outstanding shall not exceed the aggregate amount of
the Commitments of the Lenders (computed without regard to any Competitive Bid
Reduction). Notwithstanding anything herein to the contrary, no Competitive Bid
Borrowing may be made in a Foreign Currency if, after giving effect to the
making of such Revolving Credit Borrowing, the Equivalent in Dollars of the
aggregate amount of outstanding Competitive Bid Advances denominated in Foreign
Currencies, together with the Equivalent in Dollars of the aggregate amount of
outstanding Revolving Credit Advances denominated in Major Currencies, would
exceed $500,000,000.

          (i) Any Borrower may request a Competitive Bid Borrowing under this
     Section 2.03 by delivering to the Agent (and the Agent shall, in the case
     of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or
     LIBO Rate Advances to be denominated in Dollars, immediately notify the
     Sub-Agent), by telecopier or telex, a notice of a Competitive Bid Borrowing
     (a "Notice of Competitive Bid Borrowing"), in substantially the form of
     Exhibit B-2 hereto, specifying therein the requested (A) date of such
     proposed Competitive Bid Borrowing, (B) aggregate amount of such proposed
     Competitive Bid Borrowing, (C) interest rate basis and day count convention
     to be offered by the Lenders, (D) currency of such proposed Competitive Bid
     Borrowing, (E) in the case of a Competitive Bid Borrowing consisting of
     LIBO Rate Advances, Interest Period of each Competitive Bid Advance to be
     made as part of such Competitive Bid Borrowing, or in the case of a
     Competitive Bid Borrowing consisting of Fixed Rate Advances or Local Rate
     Advances, maturity date for repayment of each Fixed Rate Advance or Local
     Rate Advance to be made as part of such Competitive Bid Borrowing (which
     maturity date may not be earlier than the date occurring five days after
     the date of such Competitive Bid Borrowing or later than the Termination
     Date), (F) interest payment date or dates relating thereto, (G) location of
     such Borrower's account to which funds are to be advanced, and (H) other
     terms (if any) to be applicable to such Competitive Bid Borrowing, not
     later than (w) 10:00 A.M. (New York City time) at least one Business Day
     prior to the date of the proposed Competitive Bid Borrowing, if such
     Borrower shall specify in its Notice of Competitive Bid Borrowing that the
     rates of interest to be offered by the Lenders shall be fixed rates per
     annum (each Advance comprising any such Competitive Bid Borrowing being
     referred to herein as a "Fixed Rate Advance") and that the Advances
     comprising such proposed Competitive Bid Borrowing shall be denominated in
     Dollars, (x) 10:00 A.M. (New York City time) at


                                       19









     least four Business Days prior to the date of the proposed Competitive Bid
     Borrowing, if such Borrower shall instead specify in its Notice of
     Competitive Bid Borrowing that the Advances comprising such Competitive Bid
     Borrowing shall be LIBO Rate Advances denominated in Dollars, (y) 3:00 P.M.
     (New York City time) atleast three Business Days prior to the date of the
     proposed Competitive Bid Borrowing, if such Borrower shall specify in the
     Notice of Competitive Bid Borrowing that the Advances comprising such
     proposed Competitive Bid Borrowing shall be either Fixed Rate Advances
     denominated in any Foreign Currency or Local Rate Advances denominated in
     any Foreign Currency and (z) 3:00 P.M. (New York City time) at least five
     Business Days prior to the date of the proposed Competitive Bid Borrowing,
     if such Borrower shall instead specify in its Notice of Competitive Bid
     Borrowing that the Advances comprising such Competitive Bid Borrowing shall
     be LIBO Rate Advances denominated in any Foreign Currency. Each Notice of
     Competitive Bid Borrowing shall be irrevocable and binding on such
     Borrower. Any Notice of Competitive Bid Borrowing by a Designated
     Subsidiary shall be given to the Agent in accordance with the preceding
     sentence through the Company on behalf of such Designated Subsidiary. The
     Agent shall in turn promptly notify each Lender of each request for a
     Competitive Bid Borrowing received by it from such Borrower by sending such
     Lender a copy of the related Notice of Competitive Bid Borrowing.

          (ii) Each Lender may, if, in its sole discretion, it elects to do so,
     irrevocably offer to make one or more Competitive Bid Advances to the
     Borrower proposing the Competitive Bid Borrowing as part of such proposed
     Competitive Bid Borrowing at a rate or rates of interest specified by such
     Lender in its sole discretion, by notifying the Agent (which shall give
     prompt notice thereof to such Borrower and to the Sub-Agent, if
     applicable), (A) before 9:30 A.M. (New York City time) on the date of such
     proposed Competitive Bid Borrowing, in the case of a Competitive Bid
     Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B)
     before 10:00 A.M. (New York City time) three Business Days before the date
     of such proposed Competitive Bid Borrowing, in the case of a Competitive
     Bid Borrowing consisting of LIBO Rate Advances denominated in Dollars, (C)
     before 10:00 A.M. (New York City time) on the second Business Day prior to
     the date of such proposed Competitive Bid Borrowing, in the case of a
     Competitive Bid Borrowing consisting of either Fixed Rate Advances
     denominated in any Foreign Currency or Local Rate Advances denominated in
     any Foreign Currency and (D) before 10:00 A.M. (New York City time) four
     Business Days before the date of such proposed Competitive Bid Borrowing,
     in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances
     denominated in any Foreign Currency, of the minimum amount and maximum
     amount of each Competitive Bid Advance which such Lender would be willing
     to make as part of such proposed Competitive Bid Borrowing (which amounts,
     or the Equivalent thereof in Dollars, as the case may be, may, subject to
     the proviso to the first sentence of this Section 2.03(a), exceed such
     Lender's Commitment, if any), the rate or rates of interest therefor and
     such Lender's Applicable Lending Office with respect to such Competitive
     Bid Advance; provided that if the Agent in its capacity as a Lender shall,
     in its sole discretion, elect to make any such offer, it shall notify such
     Borrower of such offer at least 30 minutes before the time and on the date
     on which notice of such election is to be given to the Agent, by the other
     Lenders. If any Lender shall elect not to make such an offer, such Lender
     shall so notify the Agent,


                                       20









     before 10:00 A.M. (New York City time) (and the Agent shall notify the
     Sub-Agent, if applicable) on the date on which notice of such election is
     to be given to the Agent by the other Lenders, and such Lender shall not be
     obligated to, and shall not, make any Competitive Bid Advance as part of
     such Competitive Bid Borrowing; provided that the failure by any Lender to
     give such notice shall not cause such Lender to be obligated to make any
     Competitive Bid Advance as part of such proposed Competitive Bid Borrowing.

          (iii) The Borrower proposing the Competitive Bid Advance shall, in
     turn, (A) before 10:30 A.M. (New York City time) on the date of such
     proposed Competitive Bid Borrowing, in the case of a Competitive Bid
     Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B)
     before 11:00 A.M. (New York City time) three Business Days before the date
     of such proposed Competitive Bid Borrowing, in the case of a Competitive
     Bid Borrowing consisting of LIBO Rate Advances denominated in Dollars, (C)
     before 10:00 A.M. (New York City time) on the Business Day prior to the
     date of such Competitive Bid Borrowing, in the case of a Competitive Bid
     Borrowing consisting of either Fixed Rate Advances denominated in any
     Foreign Currency or Local Rate Advances denominated in any Foreign Currency
     and (D) before 10:00 A.M. (New York City time) three Business Days before
     the date of such proposed Competitive Bid Borrowing, in the case of a
     Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in
     any Foreign Currency, either:

               (x) cancel such Competitive Bid Borrowing by giving the Agent
          notice to that effect, or

               (y) accept one or more of the offers made by any Lender or
          Lenders pursuant to paragraph (ii) above, in its sole discretion, by
          giving notice to the Agent (and the Agent shall give notice to the
          Sub-Agent, if applicable) of the amount of each Competitive Bid
          Advance (which amount shall be equal to or greater than the minimum
          amount, and equal to or less than the maximum amount, notified to such
          Borrower by the Agent on behalf of such Lender for such Competitive
          Bid Advance pursuant to paragraph (ii) above) to be made by each
          Lender as part of such Competitive Bid Borrowing, and reject any
          remaining offers made by Lenders pursuant to paragraph (ii) above by
          giving the Agent notice to that effect; provided, however, that such
          Borrower shall not accept any offer in excess of the requested bid
          amount for any maturity. Such Borrower shall accept the offers made by
          any Lender or Lenders to make Competitive Bid Advances in order of the
          lowest to the highest rates of interest offered by such Lenders. If
          two or more Lenders have offered the same interest rate, the amount to
          be borrowed at such interest rate will be allocated among such Lenders
          in proportion to the amount that each such Lender offered at such
          interest rate.

          (iv) If the Borrower proposing the Competitive Bid Borrowing notifies
     the Agent that such Competitive Bid Borrowing is canceled pursuant to
     paragraph (iii)(x) above, the Agent shall give prompt notice thereof to the
     Lenders and such Competitive Bid Borrowing shall not be made.


                                       21









          (v) If the Borrower proposing the Competitive Bid Borrowing accepts
     one or more of the offers made by any Lender or Lenders pursuant to
     paragraph (iii)(y) above, the Agent shall in turn promptly notify (A) each
     Lender that has made an offer as described in paragraph (ii) above, of the
     date and aggregate amount of such Competitive Bid Borrowing and whether or
     not any offer or offers made by such Lender pursuant to paragraph (ii)
     above have been accepted by the Borrower, (B) each Lender that is to make a
     Competitive Bid Advance as part of such Competitive Bid Borrowing, of the
     amount of each Competitive Bid Advance to be made by such Lender as part of
     such Competitive Bid Borrowing, and (C) each Lender that is to make a
     Competitive Bid Advance as part of such Competitive Bid Borrowing, upon
     receipt, that the Agent has received forms of documents appearing to
     fulfill the applicable conditions set forth in Article III. Each Lender
     that is to make a Competitive Bid Advance as part of such Competitive Bid
     Borrowing shall, before 11:00 A.M. (New York City time), in the case of
     Competitive Bid Advances to be denominated in Dollars or 11:00 A.M. (London
     time), in the case of Competitive Bid Advances to be denominated in any
     Foreign Currency, on the date of such Competitive Bid Borrowing specified
     in the notice received from the Agent pursuant to clause (A) of the
     preceding sentence or any later time when such Lender shall have received
     notice from the Agent pursuant to clause (C) of the preceding sentence,
     make available for the account of its Applicable Lending Office to the
     Agent (x) in the case of a Competitive Bid Borrowing denominated in
     Dollars, at its address referred to in Section 9.02, in same day funds,
     such Lender's portion of such Competitive Bid Borrowing in Dollars, and (y)
     in the case of a Competitive Bid Borrowing in a Foreign Currency, at the
     Payment Office for such Foreign Currency as shall have been notified by the
     Agent to the Lenders prior thereto, in same day funds, such Lender's
     portion of such Competitive Bid Borrowing in such Foreign Currency. Upon
     fulfillment of the applicable conditions set forth in Article III and after
     receipt by the Agent of such funds, the Agent will make such funds
     available to such Borrower's account at the location specified by such
     Borrower in its Notice of Competitive Bid Borrowing. Promptly after each
     Competitive Bid Borrowing the Agent will notify each Lender of the amount
     of such Competitive Bid Borrowing, the consequent Competitive Bid Reduction
     and the dates upon which such Competitive Bid Reduction commenced and will
     terminate.

          (vi) If the Borrower proposing the Competitive Bid Borrowing notifies
     the Agent that it accepts one or more of the offers made by any Lender or
     Lenders pursuant to paragraph (iii)(y) above, such notice of acceptance
     shall be irrevocable and binding on such Borrower. Such Borrower shall
     indemnify each Lender against any loss, cost or expense incurred by such
     Lender as a result of any failure by such Borrower to fulfill on or before
     the date specified in the related Notice of Competitive Bid Borrowing for
     such Competitive Bid Borrowing the applicable conditions set forth in
     Article III, including, without limitation, any loss (including loss of
     anticipated profits), cost or expense incurred by reason of the liquidation
     or reemployment of deposits or other funds acquired by such Lender to fund
     the Competitive Bid Advance to be made by such Lender as part of such
     Competitive Bid Borrowing when such Competitive Bid Advance, as a result of
     such failure, is not made on such date.


                                       22









          (b) Each Competitive Bid Borrowing shall be in an aggregate amount not
less than $10,000,000 (or the Equivalent thereof in any Foreign Currency,
determined as of the time of the applicable Notice of Competitive Bid Borrowing)
or an integral multiple of $1,000,000 (or the Equivalent thereof in any Foreign
Currency, determined as of the time of the applicable Notice of Competitive Bid
Borrowing) in excess thereof and, following the making of each Competitive Bid
Borrowing, the Borrower that has borrowed such Competitive Bid Borrowing shall
be in compliance with the limitation set forth in the proviso to the first
sentence of subsection (a) above.

          (c) Within the limits and on the conditions set forth in this Section
2.03, any Borrower may from time to time borrow under this Section 2.03, repay
or prepay pursuant to subsection (d) below, and reborrow under this Section
2.03, provided that a Competitive Bid Borrowing shall not be made within three
Business Days of the date of any other Competitive Bid Borrowing.

          (d) Any Borrower that has borrowed through a Competitive Bid Borrowing
shall repay to the Agent for the account of each Lender that has made a
Competitive Bid Advance, on the maturity date of such Competitive Bid Advance
(such maturity date being that specified by such Borrower for repayment of such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above and provided in the Competitive
Bid Note evidencing such Competitive Bid Advance), the then unpaid principal
amount of such Competitive Bid Advance. Such Borrower shall have no right to
prepay any principal amount of any Competitive Bid Advance unless, and then only
on the terms, specified by such Borrower for such Competitive Bid Advance in the
related Notice of Competitive Bid Borrowing delivered pursuant to subsection
(a)(i) above and set forth in the Competitive Bid Note evidencing such
Competitive Bid Advance.

          (e) Each Borrower that has borrowed through a Competitive Bid
Borrowing shall pay interest on the unpaid principal amount of each Competitive
Bid Advance comprising such Competitive Bid Borrowing from the date of such
Competitive Bid Advance to the date the principal amount of such Competitive Bid
Advance is repaid in full, at the rate of interest for such Competitive Bid
Advance specified by the Lender making such Competitive Bid Advance in its
notice with respect thereto delivered pursuant to subsection (a)(ii) above,
payable on the interest payment date or dates specified by such Borrower for
such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above, as provided in the Competitive
Bid Note evidencing such Competitive Bid Advance. Upon the occurrence and during
the continuance of an Event of Default under Section 6.01(a), such Borrower
shall pay interest on the amount of unpaid principal of and interest on each
Competitive Bid Advance owing to a Lender, payable in arrears on the date or
dates interest is payable thereon, at a rate per annum equal at all times to 1%
per annum above the rate per annum required to be paid on such Competitive Bid
Advance under the terms of the Competitive Bid Note evidencing such Competitive
Bid Advance unless otherwise agreed in such Competitive Bid Note.

          (f) The indebtedness of any Borrower resulting from each Competitive
Bid Advance made to such Borrower as part of a Competitive Bid Borrowing shall
be evidenced by a


                                       23









separate Competitive Bid Note of the Borrower payable to the order of the Lender
making such Competitive Bid Advance.

          SECTION 2.04. Fees. (a) Facility Fee. The Company agrees to pay to the
Agent for the account of each Lender a facility fee on the aggregate amount of
such Lender's Commitment from the date hereof in the case of each Initial Lender
and from the effective date specified in the Assumption Agreement or the
Assignment and Acceptance, as the case may be, pursuant to which it became a
Lender in the case of each other Lender until the Termination Date at a rate per
annum equal to the Applicable Percentage in effect from time to time, payable in
arrears quarterly on the last day of each March, June, September and December,
commencing December 31, 2003, and on the Termination Date.

          (b) Agent's Fees. The Company shall pay to the Agent for its own
account such fees, and at such times, as the Company and the Agent may
separately agree.

          SECTION 2.05. Termination or Reduction of the Commitments. (a)
Optional Ratable Termination or Reduction. The Company shall have the right,
upon at least three Business Days' notice to the Agent, to terminate in whole or
reduce ratably in part the unused portions of the respective Commitments of the
Lenders, provided that each partial reduction shall be in an aggregate amount
not less than $10,000,000 or an integral multiple of $1,000,000 in excess
thereof and provided further that the aggregate amount of the Commitments of the
Lenders shall not be reduced to an amount that is less than the sum of the
aggregate principal amount of the Competitive Bid Advances denominated in
Dollars then outstanding plus the Equivalent in Dollars (determined as of the
date of the notice of prepayment) of the aggregate principal amount of the
Competitive Bid Advances denominated in Foreign Currencies then outstanding. The
aggregate amount of the Commitments, once reduced as provided in this Section
2.05(a), may not be reinstated.

          (b) Non-Ratable Termination by Assignment. The Company shall have the
right, upon at least ten Business Days' written notice to the Agent (which shall
then give prompt notice thereof to the relevant Lender), to require any Lender
to assign, pursuant to and in accordance with the provisions of Section 9.06,
all of its rights and obligations under this Agreement and under the Notes to an
Eligible Assignee selected by the Company; provided, however, that (i) no Event
of Default shall have occurred and be continuing at the time of such request and
at the time of such assignment; (ii) the assignee shall have paid to the
assigning Lender the aggregate principal amount of, and any interest accrued and
unpaid to the date of such assignment on, the Note or Notes of such Lender;
(iii) the Company shall have paid to the assigning Lender any and all facility
fees and other fees payable to such Lender and all other accrued and unpaid
amounts owing to such Lender under any provision of this Agreement (including,
but not limited to, any increased costs or other additional amounts owing under
Section 2.10 and any indemnification for Taxes under Section 2.13) as of the
effective date of such assignment; and (iv) if the assignee selected by the
Company is not an existing Lender, such assignee or the Company shall have paid
the processing and recordation fee required under Section 9.06(a) for such
assignment; provided further that the Company shall have no right to replace
more than three Lenders in any calendar year pursuant to this Section 2.05(b);
and provided further that the assigning Lender's rights under Sections 2.10,
2.13 and 9.04, and its


                                       24









obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the date of assignment.

          (c) Non-Ratable Reduction. (i) The Company shall have the right, at
any time other than during any Rating Condition, upon at least ten Business
Days' notice to a Lender (with a copy to the Agent), to terminate in whole such
Lender's Commitment (determined without giving effect to any Competitive Bid
Reduction). Such termination shall be effective, (i) with respect to such
Lender's unused Commitment, on the date set forth in such notice, provided,
however, that such date shall be no earlier than ten Business Days after receipt
of such notice and (ii) with respect to each Advance outstanding to such Lender,
on the last day of the then current Interest Period relating to such Advance;
provided further, however, that such termination shall not be effective, if,
after giving effect to such termination, the Company would, under this Section
2.05(c), reduce the Lenders' Commitments in any calendar year by an amount in
excess of the Commitments of any three Lenders or $480,000,000, whichever is
greater on the date of such termination. Notwithstanding the preceding proviso,
the Company may terminate in whole the Commitment of any Lender in accordance
with the terms and conditions set forth in Section 2.05(b) or 2.16(b). Upon
termination of a Lender's Commitment under this Section 2.05(c), the Company
will pay or cause to be paid all principal of, and interest accrued to the date
of such payment on, Advances owing to such Lender and pay any facility fees or
other fees payable to such Lender pursuant to the provisions of Section 2.04,
and all other amounts payable to such Lender hereunder (including, but not
limited to, any increased costs or other amounts owing under Section 2.10 and
any indemnification for Taxes under Section 2.13); and upon such payments, the
obligations of such Lender hereunder shall, by the provisions hereof, be
released and discharged; provided, however, that such Lender's rights under
Sections 2.10, 2.13 and 9.04, and its obligations under Section 8.05 shall
survive such release and discharge as to matters occurring prior to such date.
The aggregate amount of the Commitments of the Lenders once reduced pursuant to
this Section 2.05(c) may not be reinstated.

          (ii) For purposes of this Section 2.05(c) only, the term "Rating
Condition" shall mean a period commencing with notice (a "Rating Condition
Notice") by the Agent to the Company and the Lenders to the effect that the
Agent has been informed that the rating of the senior public Debt of the Company
is unsatisfactory under the standard set forth in the next sentence, and ending
with notice by the Agent to the Company and the Lenders to the effect that such
condition no longer exists. The Agent shall give a Rating Condition Notice
promptly upon receipt from the Company or any Lender of notice stating, in
effect, that both of S&P and Moody's (or any successor by merger or
consolidation to the business of either thereof), respectively, then rate the
senior public Debt of the Company lower than BBB- and Baa3. The Company agrees
to give notice to the Agent forthwith upon any change in a rating by either such
organization of the senior public Debt of the Company; the Agent shall have no
duty whatsoever to verify the accuracy of any such notice from the Company or
any Lender or to monitor independently the ratings of the senior public Debt of
the Company and no Lender shall have any duty to give any such notice. The Agent
shall give notice to the Lenders and the Company as to the termination of a
Rating Condition promptly upon receiving a notice from the Company to the Agent
(which notice the Agent shall promptly notify to the Lenders) stating that the
rating of the senior public Debt of the Company does not meet the standard set
forth in the second sentence of this clause (ii), and requesting that the Agent
notify the Lenders of the termination of the Rating Condition. The Rating
Condition shall terminate upon the giving of such notice by the Agent.


                                       25









          (d) Termination by a Lender. In the event that a Change of Control
occurs, each Lender may, by notice to the Company and the Agent given not later
than 50 calendar days after such Change of Control, terminate its Commitment,
which Commitment shall be terminated effective as of the later of (i) the date
that is 60 calendar days after such Change of Control or (ii) the end of the
Interest Period for any Advance outstanding at the time of such Change of
Control or for any Advance made pursuant to the next sentence of this Section
2.05(d). Upon the occurrence of a Change of Control, each Borrower's right to
make a Borrowing under this Agreement shall be suspended for a period of 60
calendar days, except for Advances having an interest period ending not later
than 90 calendar days after such Change of Control. A notice of termination
pursuant to this Section 2.05(d) shall not have the effect of accelerating any
outstanding Advance of such Lender and the Notes of such Lender.

          (e) Mandatory Reduction. On the Termination Date, if the Company has
made the Term Loan Election in accordance with Section 2.06 prior to such date,
and from time to time thereafter upon each prepayment of the Revolving Credit
Advances, the Commitments of the Lenders shall be automatically and permanently
reduced on a pro rata basis by an amount equal to the amount by which (i) the
aggregate Commitments immediately prior to such reduction exceeds (ii) the
aggregate unpaid principal amount of all Revolving Credit Advances outstanding
at such time.

          SECTION 2.06. Repayment of Advances. (a) Revolving Credit Advances.
Each Borrower shall, subject to the next succeeding sentence, repay to the Agent
for the ratable account of the Lenders on the Termination Date the aggregate
principal amount of the Revolving Credit Advances then outstanding. The Company
may, upon not less than 15 days' notice to the Agent, elect (the "Term Loan
Election") to convert all of the Revolving Credit Advances outstanding on the
Termination Date in effect at such time into a term loan which the Borrowers
shall repay in full ratably to the Lenders on the Maturity Date; provided that
the Term Loan Election may not be exercised if on the date of notice of the Term
Loan Election or on the date on which the Term Loan Election is to be effected
(x) a Default has occurred and is continuing or (y) the representations and
warranties in Section 4.01 (other than the representations set forth in the last
sentence of subsection (e) thereof and in subsections (f), (h)-(l) and (n)
thereof) are not true and correct as though made on and as of such date. All
Revolving Credit Advances converted into a term loan pursuant to this Section
2.06(a) shall continue to constitute Revolving Credit Advances except that the
Borrowers may not reborrow pursuant to Section 2.01 after all or any portion of
such Revolving Credit Advances have been prepaid pursuant to Section 2.09.

          (b) Competitive Bid Advances. Each Borrower shall repay to the
Administrative Agent, for the account of each Lender that has made a Competitive
Bid Advance, the aggregate outstanding principal amount of each Competitive Bid
Advance made to such Borrower and owing to such Lender on the earlier of (i) the
maturity date therefor, specified in the related Notice of Competitive Bid
Borrowing delivered pursuant to Section 2.03(a)(i) and (ii) the Termination
Date.

          SECTION 2.07. Interest on Revolving Credit Advances. (a) Scheduled
Interest. Each Borrower shall pay interest on the unpaid principal amount of
each Revolving Credit Advance owing by such Borrower to each Lender from the
date of such Revolving Credit Advance until such principal amount shall be paid
in full, at the following rates per annum:


                                       26









          (i) Base Rate Advances. During such periods as such Revolving Credit
     Advance is a Base Rate Advance, a rate per annum equal at all times to the
     sum of (x) the Base Rate in effect from time to time plus (y) the
     Applicable Margin in effect from time to time plus (z) the Applicable
     Utilization Fee, if any, in effect from time to time, payable in arrears
     quarterly on the last day of each March, June, September and December
     during such periods and on the date such Base Rate Advance shall be paid in
     full.

          (ii) Eurocurrency Rate Advances. During such periods as such Revolving
     Credit Advance is a Eurocurrency Rate Advance, a rate per annum equal at
     all times during each Interest Period for such Revolving Credit Advance to
     the sum of (x) the Eurocurrency Rate for such Interest Period for such
     Revolving Credit Advance plus (y) the Applicable Margin in effect from time
     to time plus (z) the Applicable Utilization Fee, if any, in effect from
     time to time, payable in arrears on the last day of such Interest Period
     and, if such Interest Period has a duration of more than three months, on
     each day that occurs during such Interest Period every three months from
     the first day of such Interest Period and on the date such Eurocurrency
     Rate Advance shall be Converted or paid in full.

          (b) Default Interest. Upon the occurrence and during the continuance
of an Event of Default under Section 6.01(a), each Borrower shall pay interest
on (i) the unpaid principal amount of each Revolving Credit Advance owing by
such Borrower to each Lender, payable in arrears on the dates referred to in
clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 1% per
annum above the rate per annum required to be paid on such Revolving Credit
Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest
extent permitted by law, the amount of any interest, fee or other amount payable
hereunder by such Borrower that is not paid when due, from the date such amount
shall be due until such amount shall be paid in full, payable in arrears on the
date such amount shall be paid in full and on demand, at a rate per annum equal
at all times to 1% per annum above the rate per annum required to be paid on
such Revolving Credit Advance pursuant to clause (a)(i) or (a)(ii) above.

          SECTION 2.08. Interest Rate Determination. (a) Each Reference Bank
agrees to furnish to the Agent timely information for the purpose of determining
each Eurocurrency Rate and each LIBO Rate if the applicable Telerate Page is
unavailable. If any one or more of the Reference Banks shall not furnish such
timely information to the Agent for the purpose of determining any such interest
rate, the Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks. The Agent shall give
prompt notice to the Company and the Lenders of the applicable interest rate
determined by the Agent for purposes of Section 2.07(a)(i) or (ii), and the
rate, if any, furnished by each Reference Bank for the purpose of determining
the interest rate under Section 2.07(a)(ii).

          (b) If, with respect to any Eurocurrency Rate Advances, the Majority
Lenders notify the Agent that (i) they are unable to obtain matching deposits in
the London interbank market at or about 11:00 A.M. (London time) on the second
Business Day before the making of a Borrowing in sufficient amounts to fund
their respective Revolving Credit Advances as part of such Borrowing during its
Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Majority Lenders of
making, funding or maintaining their respective Eurocurrency Rate Advances for
such Interest Period, the


                                       27









Agent shall forthwith so notify each Borrower and the Lenders, whereupon (A) the
Borrower will, on the last day of the then existing Interest Period therefor,
(1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x)
prepay such Advances or (y) Convert such Advances into Base Rate Advances and
(2) if such Eurocurrency Rate Advances are denominated in any Major Currency,
either (x) prepay such Advances or (y) redenominate such Advances into an
Equivalent amount of Dollars and Convert such Advances into Base Rate Advances,
and (B) the obligation of the Lenders to make Eurocurrency Rate Advances in the
same currency as such Eurocurrency Rate Advances shall be suspended until the
Agent shall notify each Borrower and the Lenders that the circumstances causing
such suspension no longer exist.

          (c) If any Borrower, in requesting a Revolving Credit Borrowing
comprised of Eurocurrency Rate Advances, shall fail to select the duration of
the Interest Period for such Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify the Borrower and the Lenders and such Advances
will (to the extent such Eurocurrency Rate Advances remain outstanding on such
day) automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars,
Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are
denominated in any Major Currency, be redenominated into an Equivalent amount of
Dollars and be Converted into Base Rate Advances.

          (d) Upon the occurrence and during the continuance of any Event of
Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will (to the
extent such Eurocurrency Rate Advance remains outstanding on such day)
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted
into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is
denominated in any Major Currency, be redenominated into an Equivalent amount of
Dollars and Converted into a Base Rate Advance and (ii) the obligation of the
Lenders to make Eurocurrency Rate Advances shall be suspended.

          (e) If the applicable Telerate Page is unavailable and fewer than two
Reference Banks furnish timely information to the Agent for determining the
Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate
Advances, as the case may be,

          (i) the Agent shall forthwith notify the relevant Borrower and the
     Lenders that the interest rate cannot be determined for such Eurocurrency
     Rate Advances or LIBO Rate Advances, as the case may be,

          (ii) with respect to Eurocurrency Rate Advances, each such Advance
     will (to the extent such Eurocurrency Rate Advance remains outstanding on
     such day) automatically, on the last day of the then existing Interest
     Period therefor, (A) if such Eurocurrency Rate Advance is denominated in
     Dollars, be prepaid by the applicable Borrower or be automatically
     Converted into a Base Rate Advance and (B) if such Eurocurrency Rate
     Advance is denominated in any Major Currency, be prepaid by the applicable
     Borrower or be automatically redenominated into an Equivalent amount of


                                       28









     Dollars and Converted into a Base Rate Advance (or if such Advance is then
     a Base Rate Advance, will continue as a Base Rate Advance), and

          (iii) the obligation of the Lenders to make Eurocurrency Rate Advances
     or LIBO Rate Advances shall be suspended until the Agent shall notify the
     Borrowers and the Lenders that the circumstances causing such suspension no
     longer exist.

          SECTION 2.09. Prepayments of Revolving Credit Advances. (a) Optional
Prepayments. Each Borrower may, upon notice to the Agent stating the proposed
date and aggregate principal amount of the prepayment, given not later than
11:00 A.M. (New York City time) on the second Business Day prior to the date of
such proposed prepayment, in the case of Eurocurrency Rate Advances, and not
later than 11:00 A.M. (New York City time) on the day of such proposed
prepayment, in the case of Base Rate Advances, and, if such notice is given,
such Borrower shall, prepay the outstanding principal amount of the Revolving
Credit Advances comprising part of the same Revolving Credit Borrowing in whole
or ratably in part, together with accrued interest to the date of such
prepayment on the principal amount prepaid; provided, however, that (x) each
partial prepayment shall be in an aggregate principal amount not less than
$10,000,000 or the Equivalent thereof in a Major Currency (determined on the
date notice of prepayment is given) or an integral multiple of $1,000,000 or the
Equivalent thereof in a Major Currency (determined on the date notice of
prepayment is given) in excess thereof and (y) in the event of any such
prepayment of a Eurocurrency Rate Advance other than on the last day of the
Interest Period therefor, such Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 9.04(c). Each notice of
prepayment by a Designated Subsidiary shall be given to the Administrative Agent
through the Company.

          (b) Mandatory Prepayments. (i) If, on any date, the sum of (A) the
aggregate principal amount of all Advances denominated in Dollars then
outstanding plus (B) the Equivalent in Dollars (determined on the third Business
Day prior to such date) of the aggregate principal amount of all Advances
denominated in Foreign Currencies then outstanding exceeds 103% of the aggregate
Commitments of the Lenders on such date, the Company and each other Borrower, if
any, shall thereupon promptly prepay the outstanding principal amount of any
Advances owing by such Borrower in an aggregate amount sufficient to reduce such
sum to an amount not to exceed 100% of the aggregate Commitments of the Lenders
on such date, together with any interest accrued to the date of such prepayment
on the principal amounts prepaid and, in the case of any prepayment of a
Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate Advance on a date
other than the last day of an Interest Period or at its maturity, any additional
amounts which such Borrower shall be obligated to reimburse to the Lenders in
respect thereof pursuant to Section 9.04(c). The Agent shall give prompt notice
of any prepayment required under this Section 2.09(b)(i) to the Borrowers and
the Lenders.

          (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the
aggregate principal amount of all Eurocurrency Rate Advances denominated in
Major Currencies then outstanding plus (B) the Equivalent in Dollars of the
aggregate principal amount of all Competitive Bid Advances denominated in
Foreign Currencies then outstanding (in each case, determined on the third
Business Day prior to such date), shall exceed 110% of $500,000,000, the Company
and each other Borrower shall prepay the outstanding principal amount of any
such Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such
Borrower, on the


                                       29









last day of the Interest Periods relating to such Advances, in
an aggregate amount sufficient to reduce such sum to an amount not to exceed
$500,000,000, together with any interest accrued to the date of such prepayment
on the principal amounts prepaid. The Agent shall give prompt notice of any
prepayment required under this Section 2.09(b)(ii) to the Borrowers and the
Lenders.

          SECTION 2.10. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority including, without limitation, any agency
of the European Union or similar monetary or multinational authority (whether or
not having the force of law), there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate
Advances or LIBO Rate Advances (excluding for purposes of this Section 2.10 any
such increased costs resulting from (i) Taxes or Other Taxes (as to which
Section 2.13 shall govern) and (ii) changes in the basis of taxation of overall
net income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has
its Applicable Lending Office or any political subdivision thereof), then the
Borrower of such Advances shall from time to time, upon demand by such Lender
(with a copy of such demand to the Agent), pay to the Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost, submitted
to such Borrower and the Agent by such Lender, shall be conclusive and binding
for all purposes, absent manifest error.

          (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority including, without limitation, any agency of the European
Union or similar monetary or multinational authority (whether or not having the
force of law) affects or would affect the amount of capital required or expected
to be maintained by such Lender or any corporation controlling such Lender and
that the amount of such capital is increased by or based upon the existence of
such Lender's commitment to lend hereunder and other commitments of this type,
then, upon demand by such Lender (with a copy of such demand to the Agent), the
Company shall pay to the Agent for the account of such Lender, from time to time
as specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder. A certificate as
to such amounts submitted to the Company and the Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.

          (c) Any Lender claiming any additional amounts payable pursuant to
this Section 2.10 shall, upon the written request of the Company delivered to
such Lender and the Agent, assign, pursuant to and in accordance with the
provisions of Section 9.06, all of its rights and obligations under this
Agreement and under the Notes to an Eligible Assignee selected by the Company;
provided, however, that (i) no Default shall have occurred and be continuing at
the time of such request and at the time of such assignment; (ii) the assignee
shall have paid to the assigning Lender the aggregate principal amount of, and
any interest accrued and unpaid to the date of such assignment on, the Note or
Notes of such Lender; (iii) the Company shall have paid to the assigning Lender
any and all facility fees and other fees payable to such Lender and all


                                       30









other accrued and unpaid amounts owing to such Lender under any provision of
this Agreement (including, but not limited to, any increased costs or other
additional amounts owing under this Section 2.10, and any indemnification for
Taxes under Section 2.13) as of the effective date of such assignment and (iv)
if the assignee selected by the Company is not an existing Lender, such assignee
or the Company shall have paid the processing and recordation fee required under
Section 9.06(a) for such assignment; provided further that the assigning
Lender's rights under Sections 2.10, 2.13 and 9.04, and its obligations under
Section 8.05, shall survive such assignment as to matters occurring prior to the
date of assignment.

          SECTION 2.11. Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful,
or any central bank or other governmental authority asserts that it is unlawful,
for any Lender or its Eurocurrency Lending Office to perform its obligations
hereunder to make Eurocurrency Rate Advances in Dollars or any Major Currency or
LIBO Rate Advances in Dollars or in any Foreign Currency or to fund or maintain
Eurocurrency Rate Advances in Dollars or in any Major Currency or LIBO Rate
Advances in Dollars or in any Foreign Currency hereunder, (a) each such
Eurocurrency Rate Advance or such LIBO Rate Advance, as the case may be, will
automatically, upon such demand, (i) if such Eurocurrency Rate Advance or LIBO
Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance or
an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as
the case may be, and (ii) if such Eurocurrency Rate Advance or LIBO Rate Advance
is denominated in any Foreign Currency, be redenominated into an Equivalent
amount of Dollars and Converted into a Base Rate Advance or an Advance that
bears interest at the rate set forth in Section 2.07(a)(i), as the case may be,
and (b) the obligation of the Lenders to make such Eurocurrency Rate Advances or
such LIBO Rate Advances shall be suspended until the Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

          SECTION 2.12. Payments and Computations. (a) Each Borrower shall make
each payment hereunder and under any Notes, except with respect to principal of,
interest on, and other amounts relating to, Advances denominated in a Foreign
Currency, not later than 11:00 A.M. (New York City time) on the day when due in
Dollars to the Agent at the applicable Agent's Account in same day funds. Each
Borrower shall make each payment hereunder and under any Notes with respect to
principal of, interest on, and other amounts relating to Advances denominated in
a Foreign Currency not later than 12:00 Noon (at the Payment Office for such
Foreign Currency) on the day when due in such Foreign Currency to the Agent in
same day funds by deposit of such funds to the applicable Agent's Account. The
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal or interest or facility fees ratably (other than
amounts payable pursuant to Section 2.03, 2.05(b), 2.05(c), 2.10, 2.13, 2.16 or
9.04(c)) to the Lenders for the account of their respective Applicable Lending
Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Applicable Lending Office, in
each case to be applied in accordance with the terms of this Agreement. Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 9.06(c), from and after
the effective date specified in such Assignment and Acceptance, the Agent shall
make all payments hereunder and under any Notes in respect of the interest
assigned thereby to the Lender assignee thereunder, and the parties to such
Assignment and


                                       31









Acceptance shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves. Upon any Assuming
Lender becoming a Lender hereunder as a result of the effectiveness of an
extension of the Termination Date pursuant to Section 2.16, and upon the Agent's
receipt of such Lender's Assumption Agreement and recording the information
contained therein in the Register, from and after the Increase Date or the
Extension Date, as the case may be, the Agent shall make all payments hereunder
and under any Notes in respect of the interest assumed thereby to the Assuming
Lender.

          (b) All computations of interest based on the Base Rate and of
facility fees shall be made by the Agent on the basis of a year of 365 or 366
days, as the case may be, all computations of interest based on the Eurocurrency
Rate or the Federal Funds Rate shall be made by the Agent on the basis of a year
of 360 days and all computations in respect of Competitive Bid Advances shall be
made by the Agent or the Sub-Agent, as the case may be, as specified in the
applicable Notice of Competitive Bid Borrowing (or, in each case of Advances
denominated in Foreign Currencies where market practice differs, in accordance
with market practice), in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest or facility fees are payable. Each determination by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

          (c) Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or facility fee, as the case
may be; provided, however, that, if such extension would cause payment of
interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances to
be made in the next following calendar month, such payment shall be made on the
next preceding Business Day.

          (d) Unless the Agent shall have received notice from any Borrower
prior to the date on which any payment is due to the Lenders hereunder that such
Borrower will not make such payment in full, the Agent may assume that such
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent such Borrower shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand such amount distributed
to such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Agent, at (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Foreign
Currencies.

          SECTION 2.13. Taxes. (a) Any and all payments by any Borrower
(including the Company in its capacity as a guarantor under Article VII hereof)
hereunder or under the Notes shall be made, in accordance with Section 2.12,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender and the Agent, net income
taxes imposed by the United States or any State thereof and taxes imposed on its
overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction


                                       32









under the laws of which such Lender or the Agent (as the case may be) is
organized or any political subdivision thereof and, in the case of each Lender,
taxes imposed on its overall net income, and franchise taxes imposed on it in
lieu of net income taxes, by the jurisdiction of such Lender's Applicable
Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities in
respect of payments hereunder or under the Notes being hereinafter referred to
as "Taxes"). If any Borrower (including the Company in its capacity as a
guarantor under Article VII hereof) shall be required by law to deduct any Taxes
from or in respect of any sum payable hereunder or under any Note to any Lender
or the Agent, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.13) such Lender or the Agent (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) such Borrower shall make such deductions and
(iii) such Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

          (b) In addition, each Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes or
from the execution, delivery or registration of, performing under, or otherwise
with respect to, this Agreement or the Notes (hereinafter referred to as "Other
Taxes").

          (c) Each Borrower shall indemnify each Lender and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any taxes
imposed by any jurisdiction on amounts payable under this Section 2.13) imposed
on or paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto; provided, however, that a Borrower shall not be obligated to pay any
amounts in respect of penalties, interest or expenses pursuant to this paragraph
that are payable solely as a result of (i) the failure on the part of the
pertinent Lender or the Agent to pay over those amounts received from the
Borrowers under this clause (c) or (ii) the gross negligence or willful
misconduct on the part of the pertinent Lender or the Agent. This
indemnification shall be made within 30 days from the date such Lender or the
Agent (as the case may be) makes written demand therefor. Each Lender agrees to
provide reasonably prompt notice to the Agent, the Company and any Borrower of
any imposition of Taxes or Other Taxes against such Lender; provided that
failure to give such notice shall not affect such Lender's rights to
indemnification hereunder. Each Lender agrees that it will, promptly upon a
request by the Company or a Borrower having made an indemnification payment
hereunder, furnish to the Company or such Borrower, as the case may be, such
evidence as is reasonably available to such Lender as to the payment of the
relevant Taxes or Other Taxes, and that it will, if requested by the Company or
such Borrower, cooperate with the Company or such Borrower, as the case may be,
in its efforts to obtain a refund or similar relief in respect of such payment.

          (d) Within 30 days after the date of any payment of Taxes by a
Borrower under subsection (a) above, each Borrower shall furnish to the Agent,
at its address referred to in Section 9.02, the original or a certified copy of
a receipt evidencing payment thereof. In the case of any payment hereunder or
under the Notes by or on behalf of any Borrower through an account or branch
outside the United States or by or on behalf of any Borrower by a payor that is
not a United States person, if such Borrower determines that no Taxes are
payable in respect


                                       33









thereof, such Borrower shall furnish, or shall cause such payor to furnish, to
the Agent, at such address, an opinion of counsel acceptable to the Agent
stating that such payment is exempt from Taxes. For purposes of this subsection
(d) and subsection (e), the terms "United States" and "United States person"
shall have the meanings specified in Section 7701 of the Internal Revenue Code.

          (e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender, on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Lender and on the date it changes its Applicable Lending Office in the case of
any Lender, and from time to time thereafter as requested in writing by any
Borrower (unless a change in law renders such Lender unable lawfully to do so),
shall provide the Agent and each Borrower with two original Internal Revenue
Service forms W-8ECI or W-8BEN, as appropriate, or any successor or other form
prescribed by the Internal Revenue Service, certifying that such Lender is
exempt from or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement or the Notes. In addition, each Lender
further agrees to provide any Borrower with any form or document as any Borrower
may reasonably request which is required by any taxing authority outside the
United States in order to secure an exemption from, or reduction in the rate of,
withholding tax in such jurisdiction, if available to such Lender. If the forms
provided by a Lender at the time such Lender first becomes a party to this
Agreement or changes its Applicable Lending Office indicate a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from Taxes unless and until such Lender provides
the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided, however, that, in the case of a
Lender that initially becomes a party to this Agreement pursuant to an
assignment in accordance with Section 9.06 or a Lender that undertakes a change
in its Applicable Lending Office, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any, applicable on the
date of such assignment or change with respect to the assignee Lender or Lender
after the change in Applicable Lending Office, but only to the extent of United
States withholding tax included in Taxes, if any, applicable on the date of such
assignment or change with respect to the assignor Lender or Lender prior to such
change in Applicable Lending Office . If any form or document referred to in
this subsection (e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on the
date hereof by Internal Revenue Service form W-8ECI or W-8BEN, that a Lender
reasonably considers to be confidential, such Lender shall give notice thereof
to each Borrower and shall not be obligated to include in such form or document
such confidential information.

          (f) For any period with respect to which a Lender has failed to
provide each Borrower with the appropriate form described in Section 2.13(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided), such Lender
shall not be entitled to indemnification under Section 2.13(a) or (c) with
respect to Taxes imposed by the United States by reason of such failure;
provided, however, that should a Lender become subject to Taxes because of its
failure to deliver a form required


                                       34









hereunder, each Borrower shall take such steps as such Lender shall reasonably
request to assist such Lender to recover such Taxes.

          (g) If any Borrower is required to pay any additional amount to any
Lender or to the Agent or on behalf of any of them to any taxing authority
pursuant to this Section 2.13, such Lender shall, upon the written request of
the Company delivered to such Lender and the Agent, assign, pursuant to and in
accordance with the provisions of Section 9.06, all of its rights and
obligations under this Agreement and under the Notes to an Eligible Assignee
selected by the Company; provided, however, that (i) no Default shall have
occurred and be continuing at the time of such request and at the time of such
assignment; (ii) the assignee shall have paid to the assigning Lender the
aggregate principal amount of, and any interest accrued and unpaid to the date
of such assignment on, the Note or Notes of such Lender; (iii) the Company shall
have paid to the assigning Lender any and all facility fees and other fees
payable to such Lender and all other accrued and unpaid amounts owing to such
Lender under any provision of this Agreement (including, but not limited to, any
increased costs or other additional amounts owing under Section 2.10, and any
indemnification for Taxes under this Section 2.13) as of the effective date of
such assignment; and (iv) if the assignee selected by the Company is not an
existing Lender, such assignee or the Company shall have paid the processing and
recordation fee required under Section 9.06(a) for such assignment; provided
further that the assigning Lender's rights under Sections 2.10, 2.13 and 9.04,
and its obligations under Section 8.05, shall survive such assignment as to
matters occurring prior to the date of assignment.

          SECTION 2.14. Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
setoff, if any, or otherwise) on account of the Revolving Credit Advances owing
to it (other than pursuant to Section 2.03, 2.05(b), 2.05(c), 2.10, 2.13, 2.16
or 9.04(c)) in excess of its ratable share of payments on account of the
Revolving Credit Advances obtained by all the Lenders, such Lender shall
forthwith purchase from the other Lenders such participations in the Revolving
Credit Advances owing to them as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, such purchase from each Lender shall be rescinded and
such Lender shall repay to the purchasing Lender the purchase price to the
extent of such recovery together with an amount equal to such Lender's ratable
share (according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. Each Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.14
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of setoff, if any) with respect to such participation as
fully as if such Lender were the direct creditor of such Borrower in the amount
of such participation.

          SECTION 2.15. Use of Proceeds. The proceeds of the Advances shall be
available (and each Borrower agrees that it shall use such proceeds) for general
corporate purposes of such Borrower and its Subsidiaries, including, without
limitation, backstop of commercial paper.


                                       35









          SECTION 2.16. Extension of Termination Date. (a) At least 45 (but no
earlier than 60) days prior to the Termination Date then in effect and provided
all representations and warranties are true and correct in all material respects
and no Event of Default has occurred and is continuing, the Company may, at its
option, by written notice to the Agent, request that the Lenders extend the
Termination Date for an additional 364 days from the Termination Date then in
effect; provided, however, that the Company shall not have made the Term Loan
Election for Revolving Credit Advances outstanding on such Termination Date
prior to such time. Each Lender, in its sole discretion, shall consent or not
consent to such extension and shall notify the Agent of its consent or
nonconsent to such extension within 20 Business Days of notice of such request
from the Agent. If all of the Lenders consent in writing, the then applicable
Termination Date shall, effective as at such Termination Date (the "Extension
Date"), be extended for a period of 364 days from such Extension Date.

          (b) If not all of the Lenders consent, pursuant to subsection (a) of
this Section 2.16, to an extension of the Termination Date then in effect (the
Lenders so consenting in writing being the "Consenting Lenders", and any Lender
not so consenting being a "Non-Consenting Lender"), the Company may:

          (i) arrange for one or more Consenting Lenders or other Eligible
     Assignees as Assuming Lenders to assume, effective on the Extension Date,
     any Non-Consenting Lender's Commitment and all of the obligations of such
     Lender under this Agreement thereafter arising, and effective on such
     Extension Date, each such Consenting Lender or such Assuming Lender will be
     substituted for such Non-Consenting Lender under this Agreement; provided,
     however, that the amount of the Commitment of any such Assuming Lender as a
     result of such substitution shall in no event be less than $10,000,000;
     provided further that (i) any such Consenting Lender or Assuming Lender
     shall have paid to such Non-Consenting Lender the aggregate principal
     amount of, and any interest accrued and unpaid to the date of the
     assignment on, the Advances of such Non-Consenting Lender; (ii) the Company
     shall have paid to such Non-Consenting Lender any and all facility fees and
     other fees payable to such Non-Consenting Lender and all other accrued and
     unpaid amounts owing to such Non-Consenting Lender under any provision of
     this Agreement (including, but not limited to, any increased costs or other
     additional amounts owing under Section 2.10, and any indemnification for
     Taxes under this Section 2.13) as of the effective date of such assignment;
     and (iii) with respect to any such Assuming Lender, such Assuming Lender or
     the Company shall have paid the applicable processing and recordation fee
     required under Section 9.06(a) for such assignment; provided further that
     such Non-Consenting Lender's rights under Sections 2.10, 2.13 and 9.04, and
     its obligations under Section 8.05, shall survive such substitution as to
     matters occurring prior to the date of substitution; provided further that,
     on or prior to the tenth day prior to the Extension Date, (x) any such
     Assuming Lender shall have delivered to the Company and the Agent an
     Assumption Agreement in substantially the form of Exhibit D hereto, duly
     executed by such Assuming Lender, such Non-Consenting Lender and the
     Company, (y) any such Consenting Bank shall have delivered confirmation in
     writing satisfactory to the Agent as to its increased Commitment and (z)
     each Non-Consenting Lender being replaced pursuant to this clause (i) shall
     have delivered to the Agent any Revolving Credit Note or Notes held by such
     Non-Consenting Lender; and provided further that, if requested by any
     Assuming Lender, each Borrower,


                                       36









     at its own expense, shall have executed and delivered to the Agent no later
     than 10:00 A.M. (New York City time) on the Extension Date, Revolving
     Credit Notes payable to the order of each such Assuming Lender, if any,
     dated as of the Extension Date and substantially in the form of Exhibit A-1
     hereto; or

          (ii) subject to the giving of notice to such Non-Consenting Lender at
     least four days prior to the Extension Date, pay, prepay or cause to be
     prepaid, on and effective as of the Extension Date, all principal of, and
     interest accrued to the date of such payment on, Advances and all other
     amounts owing to such Non-Consenting Lender hereunder (including, but not
     limited to, any increased costs or other additional amounts owing under
     Section 2.10 and any indemnification for Taxes under Section 2.13) and
     terminate in whole any Non-Consenting Lender's Commitment, notwithstanding
     the provisions of Section 2.05; and, upon such payment or prepayment, the
     obligations of such Non-Consenting Lender hereunder shall, by the
     provisions hereof, be released and discharged; provided, however, that such
     Non-Consenting Lender's rights under Sections 2.10, 2.13 and 9.04, and its
     obligations under Section 8.05 shall survive such release and discharge as
     to matters occurring prior to the Extension Date.

          (c) In the event that, on or prior to the then applicable Extension
Date, all Non-Consenting Lenders shall have been superseded by Consenting
Lenders or Assuming Lenders or shall have had their Commitments terminated
pursuant to subsection (b)(i) or (b)(ii) above, the Termination Date then in
effect shall be extended for the additional one-year period as described in
subsection (a) above, each Non-Consenting Lender shall have no further
Commitment hereunder, and each Assuming Lender, if any, shall thereafter be
substituted as a party to this Agreement and be a Lender for the purposes of
this Agreement, without any further acknowledgment by or the consent of the
Lenders. The Agent shall thereupon promptly deliver the new Revolving Credit
Notes to the respective Assuming Lenders requesting such Notes and record in the
Register the relevant information with respect to each Consenting Lender and
each such Assuming Lender.

          (d) In the event that (x) as to a Non-Consenting Lender, neither
procedure contemplated by subsection (b)(i) or (b)(ii) above is implemented in a
timely basis or (y) the Company shall, by written notice to the Agent at least
four days prior to the Extension Date, withdraw its request for the extension of
the Termination Date then in effect, such request by the Company shall be deemed
not to have been made, all actions theretofore taken under subsection (b)(i) or
(b)(ii) above shall be deemed to be of no effect, the Agent shall return any
Revolving Credit Notes received from any Non-Consenting Lender to such
Non-Consenting Lender and all the rights and obligations of the parties shall
continue as if no such request had been made.

          SECTION 2.17. Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Revolving
Credit Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. Each Borrower agrees that
upon request of any Lender to such Borrower (with a copy of such notice to the
Agent) that such Lender receive a Revolving Credit Note to evidence (whether for
purposes of pledge, enforcement or otherwise) the Revolving Credit Advances
owing to, or to be made by,


                                       37









such Lender, such Borrower shall promptly execute and deliver to such Lender a
Revolving Credit Note payable to the order of such Lender in a principal amount
up to the Commitment of such Lender.

          (b) The Register maintained by the Agent pursuant to Section 9.06(d)
shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken together) shall be recorded (i) the date and amount of
each Borrowing made hereunder, the Type of Advances comprising such Borrowing
and, if appropriate, the Interest Period applicable thereto, (ii) the terms of
each Assumption Agreement and each Assignment and Acceptance delivered to and
accepted by it, (iii) the amount of any principal or interest due and payable or
to become due and payable from each Borrower to each Lender hereunder and (iv)
the amount of any sum received by the Agent from each Borrower hereunder and
each Lender's share thereof.

          (c) Entries made in good faith by the Agent in the Register pursuant
to subsection (b) above, and by each Lender in its account or accounts pursuant
to subsection (a) above, shall be prima facie evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrowers to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an
entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of any
Borrower under this Agreement.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

          SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01
and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and
as of the first date (the "Effective Date") on which the following conditions
precedent have been satisfied:

          (a) There shall have occurred no Material Adverse Change since
     December 31, 2002, except as otherwise publicly disclosed prior to the date
     hereof.

          (b) There shall exist no action, suit, investigation, litigation or
     proceeding affecting the Company or any of its Subsidiaries pending or to
     the knowledge of the Company Threatened before any court, governmental
     agency or arbitrator that (i) is reasonably likely to have a Material
     Adverse Effect, other than the matters described on Schedule 3.01(b) hereto
     (the "Disclosed Litigation") or (ii) purports to affect the legality,
     validity or enforceability of this Agreement or any Note of the Company or
     the consummation of the transactions contemplated hereby, and there shall
     have been no adverse change in the status, or financial effect on the
     Company or any of its Subsidiaries, of the Disclosed Litigation from that
     described on Schedule 3.01(b) hereto.

          (c) The Company shall have paid all accrued fees and expenses of the
     Agent and the Lenders in respect of this Agreement.


                                       38









          (d) On the Effective Date, the following statements shall be true and
     the Agent shall have received a certificate signed by a duly authorized
     officer of the Company, dated the Effective Date, stating that:

               (i) The representations and warranties contained in Section 4.01
          are correct on and as of the Effective Date, and

               (ii) No event has occurred and is continuing that constitutes a
          Default.

          (e) The Agent shall have received on or before the Effective Date the
     following, each dated such day, in form and substance satisfactory to the
     Agent:

               (i) The Revolving Credit Notes of the Company to the order of the
          Lenders to the extent requested by any Lender pursuant to Section
          2.17.

               (ii) Certified copies of the resolutions of the Board of
          Directors of the Company approving this Agreement and the Notes of the
          Company, and of all documents evidencing other necessary corporate
          action and governmental approvals, if any, with respect to this
          Agreement and such Notes.

               (iii) A certificate of the Secretary or an Assistant Secretary of
          the Company certifying the names and true signatures of the officers
          of the Company authorized to sign this Agreement and the Notes of the
          Company and the other documents to be delivered hereunder.

               (iv) A favorable opinion of Gail E. Lehman, Assistant General
          Counsel of the Company, substantially in the form of Exhibit G hereto
          and as to such other matters as any Lender through the Agent may
          reasonably request.

               (v) A favorable opinion of Shearman & Sterling LLP, counsel for
          the Agent, substantially in the form of Exhibit I hereto.

               (vi) Such other approvals, opinions or documents as any Lender,
          through the Agent, may reasonably request.

          SECTION 3.02. Conditions Precedent to Initial Borrowing. The
obligation of each Lender to make an Advance on the occasion of the initial
Borrowing hereunder is subject to the following conditions precedent:

          (a) The Effective Date shall have occurred.

          (b) The Company shall have terminated the commitments and paid in full
     all outstanding obligations under the 364-Day Credit Agreement dated as of
     November 27, 2002 among the Company, the lenders parties thereto and
     Citibank, as administrative agent, as amended, and each Lender that is a
     party to said credit agreement hereby waives any requirement of prior
     notice to the termination of commitments or prepayment of obligations under
     said credit agreement.


                                       39









          (c) The Company shall have paid all accrued fees and expenses of the
     Agent (including the billed fees and expenses of counsel to the Agent).

          SECTION 3.03. Initial Loan to Each Designated Subsidiary. The
obligation of each Lender to make an initial Advance to each Designated
Subsidiary following any designation of such Designated Subsidiary as a Borrower
hereunder pursuant to Section 9.07 is subject to the Agent's receipt on or
before the date of such initial Advance of each of the following, in form and
substance satisfactory to the Agent and dated such date, and (except for the
Revolving Credit Notes) in sufficient copies for each Lender:

          (a) The Revolving Credit Notes of such Borrower to the order of the
     Lenders to the extent requested by any Lender pursuant to Section 2.17.

          (b) Certified copies of the resolutions of the Board of Directors of
     such Borrower (with a certified English translation if the original thereof
     is not in English) approving this Agreement and the Notes of such Borrower,
     and of all documents evidencing other necessary corporate action and
     governmental approvals, if any, with respect to this Agreement and such
     Notes.

          (c) A certificate of the Secretary or an Assistant Secretary of such
     Borrower certifying the names and true signatures of the officers of such
     Borrower authorized to sign this Agreement and the Notes of such Borrower
     and the other documents to be delivered hereunder.

          (d) A certificate signed by a duly authorized officer of the Company,
     dated as of the date of such initial Advance, certifying that such Borrower
     shall have obtained all governmental and third party authorizations,
     consents, approvals (including exchange control approvals) and licenses
     required under applicable laws and regulations necessary for such Borrower
     to execute and deliver this Agreement and the Notes and to perform its
     obligations thereunder.

          (e) The Designation Letter of such Designated Subsidiary,
     substantially in the form of Exhibit E hereto.

          (f) Evidence of the Process Agent's acceptance of its appointment
     pursuant to Section 9.12(a) as the agent of such Borrower, substantially in
     the form of Exhibit F hereto.

          (g) A favorable opinion of counsel to such Designated Subsidiary,
     dated the date of such initial Advance, substantially in the form of
     Exhibit H hereto.

          (h) Such other approvals, opinions or documents as any Lender, through
     the Agent, may reasonably request.

          SECTION 3.04. Conditions Precedent to Each Revolving Credit Borrowing.
The obligation of each Lender to make a Revolving Credit Advance on the occasion
of each Revolving Credit Borrowing shall be subject to the conditions precedent
that the Effective Date shall have occurred and on the date of such Revolving
Credit Borrowing (a) the following


                                       40









statements shall be true (and each of the giving of the applicable Notice of
Revolving Credit Borrowing and the acceptance by the Borrower requesting such
Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing
shall constitute a representation and warranty by such Borrower that on the date
of such Borrowing such statements are true):

          (i) the representations and warranties of the Company contained in
     Section 4.01 (except the representations set forth in the last sentence of
     subsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are
     correct on and as of the date of such Revolving Credit Borrowing, before
     and after giving effect to such Revolving Credit Borrowing and to the
     application of the proceeds therefrom, as though made on and as of such
     date, and additionally, if such Revolving Credit Borrowing shall have been
     requested by a Designated Subsidiary, the representations and warranties of
     such Designated Subsidiary contained in its Designation Letter are correct
     on and as of the date of such Revolving Credit Borrowing, before and after
     giving effect to such Revolving Credit Borrowing and to the application of
     the proceeds therefrom, as though made on and as of such date, and

          (ii) no event has occurred and is continuing, or would result from
     such Revolving Credit Borrowing or from the application of the proceeds
     therefrom, that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

          SECTION 3.05. Conditions Precedent to Each Competitive Bid Borrowing.
The obligation of each Lender that is to make a Competitive Bid Advance on the
occasion of a Competitive Bid Borrowing to make such Competitive Bid Advance as
part of such Competitive Bid Borrowing is subject to the conditions precedent
that (i) the Agent shall have received the written confirmatory Notice of
Competitive Bid Borrowing with respect thereto, (ii) on or before the date of
such Competitive Bid Borrowing, but prior to such Competitive Bid Borrowing, the
Agent shall have received a Competitive Bid Note payable to the order of such
Lender and substantially in the form of Exhibit A-2 hereto for each of the one
or more Competitive Bid Advances to be made by such Lender as part of such
Competitive Bid Borrowing, in a principal amount equal to the principal amount
of the Competitive Bid Advance to be evidenced thereby and otherwise on such
terms as were agreed to for such Competitive Bid Advance in accordance with
Section 2.03, and (iii) on the date of such Competitive Bid Borrowing the
following statements shall be true (and each of the giving of the applicable
Notice of Competitive Bid Borrowing and the acceptance by the Borrower
requesting such Competitive Bid Borrowing of the proceeds of such Competitive
Bid Borrowing shall constitute a representation and warranty by such Borrower
that on the date of such Competitive Bid Borrowing such statements are true):

          (a) the representations and warranties of the Company contained in
     Section 4.01 (except the representations set forth in the last sentence of
     subsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are
     correct on and as of the date of such Competitive Bid Borrowing, before and
     after giving effect to such Competitive Bid Borrowing and to the
     application of the proceeds therefrom, as though made on and as of such
     date, and, if such Competitive Bid Borrowing shall have been requested by a


                                       41









     Designated Subsidiary, the representations and warranties of such
     Designated Subsidiary contained in its Designation Letter are correct on
     and as of the date of such Competitive Bid Borrowing, before and after
     giving effect to such Competitive Bid Borrowing and to the application of
     the proceeds therefrom, as though made on and as of such date,

          (b) no event has occurred and is continuing, or would result from such
     Competitive Bid Borrowing or from the application of the proceeds
     therefrom, that constitutes a Default, and

          (c) no event has occurred and no circumstance exists as a result of
     which the information concerning such Borrower that has been provided to
     the Agent and each Lender by such Borrower in connection herewith would
     include an untrue statement of a material fact or omit to state any
     material fact necessary to make the statements contained therein, in the
     light of the circumstances under which they were made, not misleading,

and (iv) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

          SECTION 3.06. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Company,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          SECTION 4.01. Representations and Warranties of the Company. The
Company represents and warrants as follows:

          (a) The Company is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Delaware.

          (b) The execution, delivery and performance by the Company of this
     Agreement and the Notes of the Company, and the consummation of the
     transactions contemplated hereby, are within the Company's corporate
     powers, have been duly authorized by all necessary corporate action, and do
     not and will not cause or constitute a violation of any provision of law or
     regulation or any provision of the Certificate of Incorporation or By-Laws
     of the Company or result in the breach of, or constitute a default or
     require any consent under, or result in the creation of any lien, charge or
     encumbrance upon any of the properties, revenues, or assets of the Company
     pursuant to, any indenture or other agreement or instrument to which the
     Company is a party or by which the Company or its property may be bound or
     affected.


                                       42









          (c) No authorization, consent, approval (including any exchange
     control approval), license or other action by, and no notice to or filing
     or registration with, any governmental authority, administrative agency or
     regulatory body or any other third party is required for the due execution,
     delivery and performance by the Company of this Agreement or the Notes of
     the Company.

          (d) This Agreement has been, and each of the Notes when delivered
     hereunder will have been, duly executed and delivered by the Company. This
     Agreement is, and each of the Notes of the Company when delivered hereunder
     will be, the legal, valid and binding obligation of the Company enforceable
     against the Company in accordance with their respective terms, except to
     the extent that such enforcement may be limited by applicable bankruptcy,
     insolvency and other similar laws affecting creditors' rights generally.

          (e) The Consolidated balance sheet of the Company and its Consolidated
     Subsidiaries as at December 31, 2002, and the related Consolidated
     statements of income and cash flows of the Company and its Consolidated
     Subsidiaries for the fiscal year then ended (together with the notes to the
     financial statements of the Company and its Consolidated Subsidiaries and
     the Consolidated statements of cash flows of the Company and its
     Consolidated Subsidiaries), accompanied by an opinion of one or more
     nationally recognized firms of independent public accountants, and the
     Consolidated balance sheet of the Company and its Consolidated Subsidiaries
     as at September 30, 2003, and the related Consolidated statements of income
     and cash flows of the Company and its Consolidated Subsidiaries for the
     nine months then ended, duly certified by the principal financial officer
     of the Company, copies of which have been furnished to each Lender, are
     materially complete and correct, and fairly present, subject, in the case
     of said balance sheet as at September 30, 2003, and said statements of
     income and cash flows for the nine months then ended, to year-end audit
     adjustments, the Consolidated financial condition of the Company and its
     Consolidated Subsidiaries as at such dates and the Consolidated results of
     the operations of the Company and its Consolidated Subsidiaries for the
     periods ended on such dates, all in accordance with GAAP consistently
     applied, except as otherwise noted therein; the Company and its
     Consolidated Subsidiaries do not have on such date any material contingent
     liabilities, liabilities for taxes, unusual forward or long-term
     commitments or unrealized or anticipated losses from any unfavorable
     commitments, except as referred to or reflected or provided for in such
     balance sheet or the notes thereto as at such date. No Material Adverse
     Change has occurred since December 31, 2002, except as otherwise publicly
     disclosed prior to the date hereof.

          (f) There is no action, suit, investigation, litigation or proceeding,
     including, without limitation, any Environmental Action, pending or to the
     knowledge of the Company Threatened affecting the Company or any of its
     Subsidiaries before any court, governmental agency or arbitrator that (i)
     is reasonably likely to have a Material Adverse Effect (other than the
     Disclosed Litigation), or (ii) purports to affect the legality, validity or
     enforceability of this Agreement or any Note or the consummation of the
     transactions contemplated hereby, and there has been no adverse change in
     the status, or financial effect on the Company or any of its Subsidiaries,
     of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.


                                       43









          (g) Following application of the proceeds of each Advance, not more
     than 25 percent of the value of the assets (either of the Borrower of such
     Advance or of such Borrower and its Subsidiaries on a Consolidated basis)
     subject to the provisions of Section 5.02(a) or subject to any restriction
     contained in any agreement or instrument between such Borrower and any
     Lender or any Affiliate of any Lender relating to Debt and within the scope
     of Section 6.01(e) will be margin stock (within the meaning of Regulation U
     issued by the Board of Governors of the Federal Reserve System).

          (h) The Company and each wholly-owned direct Subsidiary of the Company
     have, in the aggregate, met their minimum funding requirements under ERISA
     with respect to their Plans in all material respects and have not incurred
     any material liability to the PBGC, other than for the payment of premiums,
     in connection with such Plans.

          (i) No ERISA Event has occurred or is reasonably expected to occur
with respect to any Plan of the Company or any of its ERISA Affiliates that has
resulted in or is reasonably likely to result in a material liability of the
Company or any of its ERISA Affiliates.

          (j) The Schedules B (Actuarial Information) to the 2002 annual reports
(Form 5500 Series) with respect to each Plan of the Company or any of its ERISA
Affiliates, copies of which have been filed with the Internal Revenue Service
(and which will be furnished to any Bank through the Administrative Agent upon
the request of such Bank through the Administrative Agent to the Company), are
complete and accurate in all material respects and fairly present in all
material respects the funding status of such Plans at such date, and since the
date of each such Schedule B there has been no material adverse change in
funding status.

          (k) Neither the Company nor any of its ERISA Affiliates has incurred
or reasonably expects to incur any Withdrawal Liability to any Multiemployer
Plan in an annual amount exceeding 6% of Net Tangible Assets of the Company and
its Consolidated Subsidiaries.

          (l) Neither the Company nor any of its ERISA Affiliates has been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization or has been terminated, within the meaning of Title IV of
ERISA. No such Multiemployer Plan is reasonably expected to be in reorganization
or to be terminated, within the meaning of Title IV of ERISA, in a
reorganization or termination which might reasonably be expected to result in a
liability of the Company in an amount in excess of $5,000,000.

          (m) The Company is not, and immediately after the application by the
     Company of the proceeds of each Loan will not be, (a) an "investment
     company" within the meaning of the Investment Company Act of 1940, as
     amended, or (b) a "holding company" within the meaning of the Public
     Utility Holding Company Act of 1935, as amended.

          (n) To the best of the Company's knowledge, the operations and
     properties of the Company and its Subsidiaries taken as a whole comply in
     all material respects with all Environmental Laws, all necessary
     Environmental Permits have been applied for or have been obtained and are
     in effect for the operations and properties of the Company and its
     Subsidiaries and the Company and its Subsidiaries are in compliance in all


                                       44









     material respects with all such Environmental Permits. To the best of the
     Company's knowledge no circumstances exist that would be reasonably likely
     to form the basis of an Environmental Action against the Company or any of
     its Subsidiaries or any of their properties that could have a Material
     Adverse Effect.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

          SECTION 5.01. Affirmative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Company
will:

          (a) Compliance with Laws, Etc. Comply, and cause each Designated
     Subsidiary to comply with all applicable laws, rules, regulations and
     orders, such compliance to include, without limitation, compliance with
     ERISA and Environmental Laws as provided in Section 5.01(j), if failure to
     comply with such requirements would have a Material Adverse Effect.

          (b) Payment of Taxes, Etc. Pay and discharge, and cause each
     Designated Subsidiary to pay and discharge, all taxes, assessments and
     governmental charges or levies imposed upon it or on its income or profits
     or upon any of its property; provided, however, that neither the Company
     nor any of its Subsidiaries shall be required to pay or discharge any such
     tax, assessment, charge or claim that is being contested in good faith and
     by proper proceedings and as to which appropriate reserves are being
     maintained.

          (c) Maintenance of Insurance. Maintain, and cause each Designated
     Subsidiary to maintain, insurance with responsible and reputable insurance
     companies or associations in such amounts and covering such risks as is
     usually carried by companies engaged in similar businesses and owning
     similar properties in the same general areas in which the Company or such
     Subsidiary operates.

          (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
     and cause each Designated Subsidiary to preserve and maintain, its
     corporate existence and all its material rights (charter and statutory)
     privileges and franchises; provided, however, that the Company and each
     Designated Subsidiary may consummate any merger, consolidation or sale of
     assets permitted under Section 5.02(b).

          (e) Visitation Rights. At any reasonable time and from time to time
     upon reasonable notice but not more than once a year unless an Event of
     Default has occurred and is continuing, permit the Agent or any of the
     Lenders or any agents or representatives thereof, to examine and make
     copies of and abstracts from the records and books of account of, and visit
     the properties of, the Company and any Designated Subsidiary, and to
     discuss the affairs, finances and accounts of the Company and any
     Designated Subsidiary with any of their officers or directors and with
     their independent certified public accountants.

          (f) Keeping of Books. Keep, and cause each Designated Subsidiary to
     keep, proper books of record and account, in which full and correct entries
     shall be made of all


                                       45









     financial transactions and the assets and business of the Company and each
     Designated Subsidiary in accordance with generally accepted accounting
     principles in effect from time to time.

          (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
     each Designated Subsidiary to maintain and preserve, all of its properties
     that are used or useful in the conduct of its business in good working
     order and condition, ordinary wear and tear excepted; provided, however,
     that neither the Company nor any of its Designated Subsidiaries shall be
     required to maintain or preserve any property if the failure to maintain or
     preserve such property shall not have a Material Adverse Effect.

          (h) Reporting Requirements. Furnish to the Agent (with a copy for each
     Lender) and the Agent shall promptly forward the same to the Lenders:

               (i) as soon as available and in any event within 60 days after
          the end of each of the first three quarters of each fiscal year of the
          Company, a Consolidated balance sheet of the Company and its
          Consolidated Subsidiaries as of the end of such quarter and a
          Consolidated statement of income and cash flows of the Company and its
          Consolidated Subsidiaries for the period commencing at the end of the
          previous fiscal year and ending with the end of such quarter, setting
          forth in each case in comparative form the corresponding figures as of
          the corresponding date and for the corresponding period of the
          preceding fiscal year, all in reasonable detail and certified by the
          principal financial officer, principal accounting officer, the
          Vice-President and Treasurer or an Assistant Treasurer of the Company,
          subject, however, to year-end auditing adjustments, which certificate
          shall include a statement that such officer has no knowledge, except
          as specifically stated, of any condition, event or act which
          constitutes a Default;

               (ii) as soon as available and in any event within 120 days after
          the end of each fiscal year of the Company, a Consolidated balance
          sheet of the Company and its Consolidated Subsidiaries as of the end
          of such fiscal year and the related Consolidated statements of income
          and cash flows of the Company and its Consolidated Subsidiaries for
          such fiscal year setting forth in each case in comparative form the
          corresponding figures as of the close of and for the preceding fiscal
          year, all in reasonable detail and accompanied by an opinion of
          independent public accountants of nationally recognized standing, as
          to said financial statements and a certificate of the principal
          financial officer, principal accounting officer, the Vice-President
          and Treasurer or an Assistant Treasurer of the Company stating that
          such officer has no knowledge, except as specifically stated, of any
          condition, event or act which constitutes a Default;

               (iii) copies of the Forms 8-K and 10-K reports (or similar
          reports) which the Company is required to file with the Securities and
          Exchange Commission of the United States of America, promptly after
          the filing thereof;


                                       46









               (iv) copies of each annual report, quarterly report, special
          report or proxy statement mailed to substantially all of the
          stockholders of the Company, promptly after the mailing thereof to the
          stockholders;

               (v) immediate notice of the occurrence of any Default of which
          the principal financial officer, principal accounting officer, the
          Vice-President and Treasurer or an Assistant Treasurer of the Company
          shall have knowledge;

               (vi) as soon as available and in any event within 15 days after
          the Company or any of its ERISA Affiliates knows or has reason to know
          that any ERISA Event has occurred, a statement of a senior officer of
          the Company with responsibility for compliance with the requirements
          of ERISA describing such ERISA Event and the action, if any, which the
          Company or such ERISA Affiliate proposes to take with respect thereto;

               (vii) at the request of any Lender, promptly after the filing
          thereof with the Internal Revenue Service, copies of Schedule B
          (Actuarial Information) to each annual report (Form 5500 series) filed
          by the Company or any of its ERISA Affiliates with respect to each
          Plan;

               (viii) promptly after receipt thereof by the Company or any of
          its ERISA Affiliates, copies of each notice from the PBGC stating its
          intention to terminate any Plan or to have a trustee appointed to
          administer any Plan;

               (ix) promptly after such request, such other documents and
          information relating to any Plan as any Lender may reasonably request
          from time to time;

               (x) promptly and in any event within five Business Days after
          receipt thereof by the Company or any of its ERISA Affiliates from the
          sponsor of a Multiemployer Plan, copies of each notice concerning (A)
          (x) the imposition of Withdrawal Liability in an amount in excess of
          $5,000,000 with respect to any one Multiemployer Plan or in an
          aggregate amount in excess of $25,000,000 with respect to all such
          Multiemployer Plans within any one calendar year or (y) the
          reorganization or termination, within the meaning of Title IV of
          ERISA, of any Multiemployer Plan that has resulted or might reasonably
          be expected to result in Withdrawal Liability in an amount in excess
          of $5,000,000 or of all such Multiemployer Plans that has resulted or
          might reasonably be expected to result in Withdrawal Liability in an
          aggregate amount in excess of $25,000,000 within any one calendar year
          and (B) the amount of liability incurred, or that may be incurred, by
          the Company or any of its ERISA Affiliates in connection with any
          event described in such subclause (x) or (y);

               (xi) promptly after the commencement thereof, notice of all
          actions and proceedings before any court, governmental agency or
          arbitrator affecting the Borrower or any Designated Subsidiary of the
          type described in Section 4.01(f); and


                                       47









               (xii) from time to time such further information respecting the
          financial condition and operations of the Company and its Subsidiaries
          as any Lender may from time to time reasonably request.

          (i) Authorizations. Obtain, and cause each Designated Subsidiary to
     obtain, at any time and from time to time all authorizations, licenses,
     consents or approvals (including exchange control approvals) as shall now
     or hereafter be necessary or desirable under applicable law or regulations
     in connection with its making and performance of this Agreement and, upon
     the request of any Lender, promptly furnish to such Lender copies thereof.

          (j) Compliance with Environmental Laws. Comply, and cause each of its
     Subsidiaries and all lessees and other Persons operating or occupying its
     properties to comply, in all material respects, with all applicable
     Environmental Laws and Environmental Permits; obtain and renew and cause
     each of its Subsidiaries to obtain and renew all Environmental Permits
     necessary for its operations and properties; and conduct, and cause each of
     its Subsidiaries to conduct, any investigation, study, sampling and
     testing, and undertake any cleanup, removal, remedial or other action
     necessary to remove and clean up all Hazardous Materials from any of its
     properties, in accordance with the requirements of all Environmental Laws;
     provided, however, that neither the Company nor any of its Subsidiaries
     shall be required to undertake any such cleanup, removal, remedial or other
     action to the extent that its obligation to do so is being contested in
     good faith and by proper proceedings and appropriate reserves are being
     maintained with respect to such circumstances.

          (k) Change of Control. If a Change of Control shall occur, within ten
     calendar days after the occurrence thereof, provide the Agent with notice
     thereof, describing therein in reasonable detail the facts and
     circumstances giving rise to such Change in Control.

          SECTION 5.02. Negative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, the Company will not:

          (a) Liens, Etc. Issue, assume or guarantee, or permit any of its
     Subsidiaries owning Restricted Property to issue, assume or guarantee, any
     Debt secured by Liens on or with respect to any Restricted Property without
     effectively providing that its obligations to the Lenders under this
     Agreement and any of the Notes shall be secured equally and ratably with
     such Debt so long as such Debt shall be so secured, except that the
     foregoing shall not apply to:

               (i) Liens affecting property of the Company or any of its
          Subsidiaries existing on the Effective Date in effect as of the date
          hereof or of any corporation existing at the time it becomes a
          Subsidiary of the Company or at the time it is merged into or
          consolidated with the Company or a Subsidiary of the Company;

               (ii) Liens on property of the Company or its Subsidiaries
          existing at the time of acquisition thereof or incurred to secure the
          payment of all or part of


                                       48









          the purchase price thereof or to secure Debt incurred prior to, at the
          time of or within 24 months after acquisition thereof for the purpose
          of financing all or part of the purchase price thereof;

               (iii) Liens on property of the Company or its Subsidiaries (in
          the case of property that is, in the opinion of the Board of Directors
          of the Company, substantially unimproved for the use intended by the
          Company) to secure all or part of the cost of improvement thereof, or
          to secure Debt incurred to provide funds for any such purpose;

               (iv) Liens which secure only Debt owing by a Subsidiary of the
          Company to the Company or to another Subsidiary of the Company;

               (v) Liens in favor of the United States of America, any State,
          any foreign country, or any department, agency, instrumentality, or
          political subdivisions of any such jurisdiction, to secure partial,
          progress, advance or other payments pursuant to any contract or
          statute or to secure any Debt incurred for the purpose of financing
          all or any part of the purchase price or cost of constructing or
          improving the property subject thereto, including, without limitation,
          Liens to secure Debt of the pollution control or industrial revenue
          bond type; or

               (vi) any extension, renewal or replacement (or successive
          extensions, renewals or replacements), in whole or in part, of any
          Lien referred to in the foregoing clauses (i) to (v) inclusive of any
          Debt secured thereby, provided that the principal amount of Debt
          secured thereby shall not exceed the principal amount of Debt so
          secured at the time of such extension, renewal or replacement, and
          that such extension, renewal or replacement Lien shall be limited to
          all or part of the property which secured the Lien extended, renewed
          or replaced (plus improvements on such property);

     provided, however, that, the Company and any one or more Subsidiaries
     owning Restricted Property may issue, assume or guarantee Debt secured by
     Liens which would otherwise be subject to the foregoing restrictions in an
     aggregate principal amount which, together with the aggregate outstanding
     principal amount of all other Debt of the Company and its Subsidiaries
     owning Restricted Property that would otherwise be subject to the foregoing
     restrictions (not including Debt permitted to be secured under clause (i)
     through (vi) above) and the aggregate value of the Sale and Leaseback
     Transactions in existence at such time, does not at any one time exceed 10%
     of the Net Tangible Assets of the Company and its Consolidated
     Subsidiaries; and provided further that the following type of transaction,
     among others, shall not be deemed to create Debt secured by Liens: Liens
     required by any contract or statute in order to permit the Company or any
     of its Subsidiaries to perform any contract or subcontract made by it with
     or at the request of the United States of America, any foreign country or
     any department, agency or instrumentality of any of the foregoing
     jurisdictions.

          (b) Mergers, Etc. Merge or consolidate with or into, or convey,
     transfer, lease or otherwise dispose of (whether in one transaction or in a
     series of transactions) all or


                                       49









     substantially all of its assets (whether now owned or hereafter acquired)
     to, any Person; provided, however, that the Company may merge or
     consolidate with any other Person so long as the Company is the surviving
     corporation and so long as no Default shall have occurred and be continuing
     at the time of such proposed transaction or would result therefrom.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

          SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

          (a) Any Borrower shall fail to pay: (i) any principal of any Advance
     when the same becomes due and payable; (ii) any facility fees or any
     interest on any Advance payable under this Agreement or any Note within
     three Business Days after the same becomes due and payable; or (iii) any
     other fees or other amounts payable under this Agreement or any Notes
     within 30 days after the same becomes due and payable other than those fees
     and amounts the liabilities for which are being contested in good faith by
     such Borrower and which have been placed in Escrow by such Borrower; or

          (b) Any representation or warranty made (or deemed made) by any
     Borrower (or any of its officers) in connection with this Agreement or by
     any Designated Subsidiary in the Designation Letter pursuant to which such
     Designated Subsidiary became a Borrower hereunder shall prove to have been
     incorrect in any material respect when made (or deemed made); or

          (c) The Company shall repudiate its obligations under, or shall
     default in the due performance or observance of, any term, covenant or
     agreement contained in Article VII of this Agreement; or

          (d) (i) The Company shall fail to perform or observe any other term,
     covenant or agreement contained in Section 5.02(a) and such failure shall
     remain unremedied for a period of 30 days after any Lender shall have given
     notice thereof to the Company (through the Agent), or (ii) the Company or
     any other Borrower shall fail to perform or to observe any other term,
     covenant or agreement contained in this Agreement on its part to be
     performed or observed and such failure shall remain unremedied for a period
     of 30 days after any Lender shall have given notice thereof to the relevant
     Borrower or, in the case of the Company, any of the principal financial
     officer, the principal accounting officer, the Vice-President and Treasurer
     or an Assistant Treasurer of the Company, and in the case of any other
     Borrower, a responsible officer of such Borrower, first has knowledge of
     such failure; or

          (e) (i) The Company or any of its Consolidated or Designated
     Subsidiaries shall fail to pay any principal of or premium or interest on
     any Debt (other than Debt owed to the Company or its Subsidiaries or
     Affiliates) that is outstanding in a principal amount of at least
     $150,000,000 in the aggregate (but excluding Debt outstanding


                                       50









     hereunder and Debt owed by such party to any bank, financial institution or
     other institutional lender to the extent the Borrower or any Subsidiary has
     deposits with such bank, financial institution or other institutional
     lender sufficient to repay such Debt) of the Company or such Subsidiary (as
     the case may be), when the same becomes due and payable (whether by
     scheduled maturity, required prepayment, acceleration, demand or
     otherwise), and such failure shall continue after the applicable grace
     period, if any, specified in the agreement or instrument relating to such
     Debt, or (ii) any other event shall occur or condition shall exist under
     any agreement or instrument relating to any such Debt and shall continue
     after the applicable grace period, if any, specified in such agreement or
     instrument, if the effect of such event or condition is to accelerate, or
     to permit the acceleration of, the maturity of such Debt, or (iii) any such
     Debt shall be declared to be due and payable, or required to be prepaid or
     redeemed (other than by a regularly scheduled required prepayment or
     redemption), purchased or defeased, or an offer to prepay, redeem, purchase
     or defease such Debt shall be required to be made, in each case prior to
     the stated maturity thereof; provided, however, that, for purposes of this
     Section 6.0l(e), in the case of (x) Debt of any Person (other than the
     Company or one of its Consolidated Subsidiaries) which the Company has
     guaranteed and (y) Debt of Persons (other than the Company or one of its
     Consolidated Subsidiaries) the payment of which is secured by a Lien on
     property of the Company or such Subsidiary, such Debt shall be deemed to
     have not been paid when due or to have been declared to be due and payable
     only when the Company or such Subsidiary, as the case may be, shall have
     failed to pay when due any amount which it shall be obligated to pay with
     respect to such Debt; provided further, however, that any event or
     occurrence described in this subsection (e) shall not be an Event of
     Default if (A) such event or occurrence relates to the Debt of any
     Subsidiary of the Company located in China, India, the Commonwealth of
     Independent States or Turkey (collectively, the "Exempt Countries"), (B)
     such Debt is not guaranteed or supported in any legally enforceable manner
     by any Borrower or by any Subsidiary or Affiliate of the Company located
     outside the Exempt Countries, (C) such event or occurrence is due to the
     direct or indirect action of any government entity or agency in any Exempt
     Country and (D) as of the last day of the calendar quarter immediately
     preceding such event or occurrence, the book value of the assets of such
     Subsidiary does not exceed $150,000,000 and the aggregate book value of the
     assets of all Subsidiaries of the Company located in Exempt Countries the
     Debt of which would cause an Event of Default to occur but for the effect
     of this proviso does not exceed $500,000,000; or

          (f) The Company or any of its Designated or Consolidated Subsidiaries
     shall generally not pay its debts as such debts become due, or shall admit
     in writing its inability to pay its debts generally, or shall make a
     general assignment for the benefit of creditors; or any proceeding shall be
     instituted by or against the Company or any such Subsidiaries seeking to
     adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief, or composition
     of it or its debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an order for
     relief or the appointment of a receiver, trustee, custodian or other
     similar official for it or for any substantial part of its property and, in
     the case of any such proceeding instituted against it (but not instituted
     by it), either such proceeding shall remain undismissed or unstayed for a
     period of 30 days, or any of the actions sought in such proceeding
     (including, without limitation, the entry of


                                       51









     an order for relief against, or the appointment of a receiver, trustee,
     custodian or other similar official for, it or for any substantial part of
     its property) shall occur; or the Company or any such Subsidiaries shall
     take any corporate action to authorize any of the actions set forth above
     in this subsection (f); provided, however, that any event or occurrence
     described in this subsection (f) shall not be an Event of Default if (A)
     such event or occurrence relates to any Subsidiary of the Company located
     in an Exempt Country, (B) the Debt of such Subsidiary is not guaranteed or
     supported in any legally enforceable manner by any Borrower or by any
     Subsidiary or Affiliate of the Company located outside the Exempt
     Countries, (C) such event or occurrence is due to the direct or indirect
     action of any government entity or agency in any Exempt Country and (D) as
     of the last day of the calendar quarter immediately preceding such event or
     occurrence, the book value of the assets of such Subsidiary does not exceed
     $150,000,000 and the aggregate book value of the assets of all Subsidiaries
     of the Company located in Exempt Countries with respect to which the
     happening of the events or occurrences described in this subsection (f)
     would cause an Event of Default to occur but for the effect of this proviso
     does not exceed $500,000,000; or

          (g) Any judgment or order for the payment of money in excess of
     $150,000,000 shall be rendered against the Company or any of its
     Subsidiaries and enforcement proceedings shall have been commenced by any
     creditor upon such judgment or order and there shall be any period of 10
     consecutive days during which a stay of enforcement of such judgment or
     order, by reason of a pending appeal or otherwise, shall not be in effect;
     provided, however, that any such judgment or order shall not be an Event of
     Default under this Section 6.01(g) if (A) such judgment or order is
     rendered against any Subsidiary of the Company located in an Exempt
     Country, (B) the Debt of such Subsidiary is not guaranteed or supported in
     any legally enforceable manner by any Borrower or by any Subsidiary or
     Affiliate of the Company located outside the Exempt Countries, (C) such
     judgment or order is due to the direct or indirect action of any government
     entity or agency in any Exempt Country and (D) as of the last day of the
     calendar quarter immediately preceding the tenth consecutive day of the
     stay period referred to above, the book value of the assets of such
     Subsidiary does not exceed $150,000,000 and the aggregate book value of the
     assets of all Subsidiaries of the Company located in Exempt Countries the
     judgments and orders against which would cause an Event of Default to occur
     but for the effect of this proviso does not exceed $500,000,000; or

          (h) Any non-monetary judgment or order shall be rendered against the
     Company or any of its Subsidiaries that is reasonably likely to have a
     Material Adverse Effect, and enforcement proceedings shall have been
     commenced by any Person upon such judgment or order and there shall be any
     period of 10 consecutive days during which a stay of enforcement of such
     judgment or order, by reason of a pending appeal or otherwise, shall not be
     in effect; or

          (i) Any license, consent, authorization or approval (including
     exchange control approvals) now or hereafter necessary to enable the
     Company or any Designated Subsidiary to comply with its obligations herein
     or under any Notes of such Borrower shall be modified, revoked, withdrawn,
     withheld or suspended; or


                                       52









          (j) (i) Any ERISA Event shall have occurred with respect to a Plan of
     any Borrower or any of its ERISA Affiliates and the sum (determined as of
     the date of occurrence of such ERISA Event) of the Insufficiency of such
     Plan and the Insufficiency of any and all other Plans of the Borrowers and
     their ERISA Affiliates with respect to which an ERISA Event shall have
     occurred and then exist (or the liability of the Borrowers and their ERISA
     Affiliates related to such ERISA Event) exceeds $150,000,000; or (ii) any
     Borrower or any of its ERISA Affiliates shall be in default, as defined in
     Section 4219(c)(5) of ERISA, with respect to any payment of Withdrawal
     Liability and the sum of the outstanding balance of such Withdrawal
     Liability and the outstanding balance of any other Withdrawal Liability
     that any Borrower or any of its ERISA Affiliates has incurred exceeds 6% of
     Net Tangible Assets of the Company and its Consolidated Subsidiaries; or
     (iii) any Borrower or any of its ERISA Affiliates shall have been notified
     by the sponsor of a Multiemployer Plan of such Borrower or any of its ERISA
     Affiliates that such Multiemployer Plan is in reorganization or is being
     terminated, within the meaning of Title IV of ERISA, and as a result of
     such reorganization or termination the aggregate annual contributions of
     the Borrowers and their ERISA Affiliates to all Multiemployer Plans that
     are then in reorganization or being terminated have been or will be
     increased over the amounts contributed to such Multiemployer Plans for the
     plan years of such Multiemployer Plans immediately preceding the plan year
     in which such reorganization or termination occurs by an amount exceeding
     $150,000,000; or

then, and (i) in any such event (except as provided in clause (ii) below), the
Agent (A) shall at the request, or may with the consent, of the Majority
Lenders, by notice to the Company, declare the obligation of each Lender to make
Advances to be terminated, whereupon the same shall forthwith terminate, and (B)
shall at the request, or may with the consent, of the Majority Lenders, by
notice to the Company, declare the Advances, all interest thereon and all other
amounts payable under this Agreement to be forthwith due and payable, whereupon
the Advances, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrowers
and (ii) in the case of the occurrence of any Event of Default described in
clause (i) or (ii) of Section 6.01(a), the Agent shall, at the request, or may
with the consent, of the Lenders which have made or assumed under this Agreement
at least 66-2/3% of the aggregate principal amount (based in respect of
Competitive Bid Advances denominated in Foreign Currencies on the Equivalent in
Dollars on the date of such request) of Competitive Bid Advances then
outstanding and to whom such Advances are owed, by notice to the Company,
declare the full unpaid principal of and accrued interest on all Competitive Bid
Advances hereunder and all other obligations of the Borrowers hereunder to be
immediately due and payable, whereupon such Advances and such obligations shall
be immediately due and payable, without presentment, demand, protest or other
further notice of any kind, all of which are hereby expressly waived by the
Borrowers; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to any Borrower under the United States
Bankruptcy Code of 1978, as amended, (x) the obligation of each Lender to make
Advances shall automatically be terminated and (y) the Advances, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrowers.


                                       53









                                   ARTICLE VII

                                    GUARANTEE

          SECTION 7.01. Unconditional Guarantee. For valuable consideration,
receipt whereof is hereby acknowledged, and to induce each Lender to make
Advances to the Designated Subsidiaries and to induce the Agent to act
hereunder, the Company hereby unconditionally and irrevocably guarantees to each
Lender and the Agent that:

          (a) the principal of and interest on each Advance to each Designated
     Subsidiary shall be promptly paid in full when due (whether at stated
     maturity, by acceleration or otherwise) in accordance with the terms
     hereof, and, in case of any extension of time of payment, in whole or in
     part, of such Advance, that all such sums shall be promptly paid when due
     (whether at stated maturity, by acceleration or otherwise) in accordance
     with the terms of such extension; and

          (b) all other amounts payable hereunder by any Designated Subsidiary
     to any Lender or the Agent or the Sub-Agent, as the case may be, shall be
     promptly paid in full when due in accordance with the terms hereof (the
     obligations of the Designated Subsidiaries under these subsections (a) and
     (b) of this Section 7.01 being the "Obligations").

In addition, the Company hereby unconditionally and irrevocably agrees that upon
default in the payment when due (whether at stated maturity, by acceleration or
otherwise) of any principal of, or interest on, any Advance to any Designated
Subsidiary or such other amounts payable by any Designated Subsidiary to any
Lender or the Agent, the Company will forthwith pay the same, without further
notice or demand.

          SECTION 7.02. Guarantee Absolute. The Company guarantees that the
Obligations will be paid strictly in accordance with the terms of this
Agreement, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of any Lender or
the Agent with respect thereto. The liability of the Company under this
guarantee shall be absolute and unconditional irrespective of:

          (a) any lack of validity or enforceability of this Agreement or any
     other agreement or instrument relating thereto;

          (b) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Obligations, or any other amendment or
     waiver of or any consent to departure from this Agreement (including,
     without limitation, any extension of the Termination Date pursuant to
     Section 2.16);

          (c) any exchange, release or non-perfection of any collateral, or any
     release or amendment or waiver of or consent to departure from any other
     guaranty, for all or any of the Obligations; or

          (d) any other circumstance which might otherwise constitute a defense
     available to, or a discharge of, the Company, any Borrower or a guarantor.


                                       54









This guarantee shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Obligations is rescinded or must
otherwise be returned by any of the Lenders or the Agent upon the insolvency,
bankruptcy or reorganization of the Company or any Borrower or otherwise, all as
though such payment had not been made.

          SECTION 7.03. Waivers. The Company hereby expressly waives diligence,
presentment, demand for payment, protest, any requirement that any right or
power be exhausted or any action be taken against any Designated Subsidiary or
against any other guarantor of all or any portion of the Advances, and all other
notices and demands whatsoever.

          SECTION 7.04. Remedies. Each of the Lenders and the Agent may pursue
its respective rights and remedies under this Article VII and shall be entitled
to payment hereunder notwithstanding any other guarantee of all or any part of
the Advances to the Designated Subsidiaries, and notwithstanding any action
taken by any such Lender or the Agent to enforce any of its rights or remedies
under such other guarantee, or any payment received thereunder. The Company
hereby irrevocably waives any claim or other right that it may now or hereafter
acquire against any Designated Subsidiary that arises from the existence,
payment, performance or enforcement of the Company's obligations under this
Article VII, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Agent or the Lenders against any
Designated Subsidiary, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without limitation,
the right to take or receive from the Designated Subsidiary, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right. If any amount
shall be paid to the Company in violation of the preceding sentence at any time
when all the Obligations shall not have been paid in full, such amount shall be
held in trust for the benefit of the Lenders and the Agent and shall forthwith
be paid to the Agent for its own account and the accounts of the respective
Lenders to be credited and applied to the Obligations, whether matured or
unmatured, in accordance with the terms of this Agreement, or to be held as
collateral for any Obligations or other amounts payable under this Agreement
thereafter arising. The Company acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Agreement
and that the waiver set forth in this section is knowingly made in contemplation
of such benefits.

          SECTION 7.05. No Stay. The Company agrees that, as between (a) the
Company and (b) the Lenders and the Agent, the Obligations of any Designated
Subsidiary guaranteed by the Company hereunder may be declared to be forthwith
due and payable as provided in Article VI hereof for purposes of this Article
VII by declaration to the Company as guarantor notwithstanding any stay,
injunction or other prohibition preventing such declaration as against such
Designated Subsidiary and that, in the event of such declaration to the Company
as guarantor, such Obligations (whether or not due and payable by such
Designated Subsidiary), shall forthwith become due and payable by the Company
for purposes of this Article VII.

          SECTION 7.06. Survival. This guarantee is a continuing guarantee and
shall (a) remain in full force and effect until payment in full (after the
Termination Date) of the Obligations and all other amounts payable under this
guaranty, (b) be binding upon the Company, its successors and assigns, (c) inure
to the benefit of and be enforceable by each


                                       55









Lender (including each Assuming Lender and each assignee Lender pursuant to
Section 9.06) and the Agent and their respective successors, transferees and
assigns and (d) shall be reinstated if at any time any payment to a Lender or
the Agent hereunder is required to be restored by such Lender or the Agent.
Without limiting the generality of the foregoing clause (c), each Lender may
assign or otherwise transfer its interest in any Advance to any other person or
entity, and such other person or entity shall thereupon become vested with all
the rights in respect thereof granted to such Lender herein or otherwise.

                                  ARTICLE VIII

                                    THE AGENT

          SECTION 8.01. Authorization and Action. Each Lender hereby appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement as are delegated to the
Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Majority Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent agrees to give to
each Lender prompt notice of each notice given to it by any Borrower pursuant to
the terms of this Agreement.

          SECTION 8.02. Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent: (a) may treat the
Lender that made any Advance as the holder of the Debt resulting therefrom until
the Agent receives and accepts an Assignment and Acceptance entered into by such
Lender, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.06; (b) may consult with legal counsel (including counsel for the
Company), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (c)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (d) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement on the part of any Borrower
or to inspect the property (including the books and records) of any Borrower;
(e) shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (f) shall incur
no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by the proper
party or parties.


                                       56









          SECTION 8.03. Citibank and Affiliates. With respect to its Commitment,
the Advances made by it and the Note issued to it, Citibank shall have the same
rights and powers under this Agreement as any other Lender and may exercise the
same as though it were not the Agent; and the term "Lender" or "Lenders" shall,
unless otherwise expressly indicated, include Citibank in its individual
capacity. Citibank and its Affiliates may accept deposits from, lend money to,
act as trustee under indentures of, accept investment banking engagements from
and generally engage in any kind of business with, the Company, any of its
Subsidiaries and any Person who may do business with or own securities of the
Company or any such Subsidiary, all as if Citibank were not the Agent and
without any duty to account therefor to the Lenders.

          SECTION 8.04. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any other Lender and
based on the financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

          SECTION 8.05. Indemnification. The Lenders agree to indemnify the
Agent (to the extent not reimbursed by a Borrower), ratably according to the
respective principal amounts of the Revolving Credit Advances then owed to each
of them (or if no Revolving Credit Advances are at the time outstanding, ratably
according to the respective amounts of their Commitments), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against the Agent in
any way relating to or arising out of this Agreement or any action taken or
omitted by the Agent under this Agreement, provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Agent's gross negligence or willful misconduct. Without limitation of
the foregoing, each Lender agrees to reimburse the Agent promptly upon demand
for its ratable share of any out-of-pocket expenses (including counsel fees)
incurred by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, to the extent that the Agent
is not reimbursed for such expenses by a Borrower.

          SECTION 8.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lenders and the Company and may be removed
at any time with or without cause by the Majority Lenders. The Company may at
any time, by notice to the Agent, propose a successor Agent (which shall meet
the criteria described below) specified in such notice and request that the
Lenders be notified thereof by the Agent with a view to their removal of the
Agent and their appointment of such successor Agent; the Agent agrees to forward
any such notice to the Lenders promptly upon its receipt by the Agent. Upon any
such resignation or removal, the Majority Lenders shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed by
the Majority Lenders, and shall have accepted such appointment, within 30 days
after the retiring Agent's giving of notice of resignation or the


                                       57









Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on
behalf of the Lenders, appoint a successor Agent, which shall be a commercial
bank organized under the laws of the United States of America or of any State
thereof and having a combined capital and surplus of at least $500,000,000. Upon
the acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

          SECTION 8.07. Sub-Agent. The Sub-Agent has been designated under this
Agreement to carry out duties of the Agent. The Sub-Agent shall be subject to
each of the obligations in this Agreement to be performed by the Sub-Agent, and
each of the Borrowers and the Lenders agrees that the Sub-Agent shall be
entitled to exercise each of the rights and shall be entitled to each of the
benefits of the Agent under this Agreement as relate to the performance of its
obligations hereunder.

                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision
of this Agreement or the Revolving Credit Notes, nor consent to any departure by
any Borrower therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Majority Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (a)
increase the Commitments of the Lenders or subject the Lenders to any additional
obligations, (b) reduce the principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (c) postpone any date
fixed for any payment of principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder (other than as permitted
by Section 2.16 to the extent any Lender consents thereunder), (d) release the
Company from any of its obligations under Article VII, (e) require the duration
of an Interest Period to be nine months if such period is not available to all
Lenders or (f) amend this Section 9.01; and provided further that no amendment,
waiver or consent shall, unless in writing and signed by the Agent in addition
to the Lenders required above to take such action, affect the rights or duties
of the Agent under this Agreement or any Note.

          SECTION 9.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
telex communication) and mailed (return receipt requested), telecopied,
telegraphed, telexed or delivered, if to the Company or to any Designated
Subsidiary, at the Company's address at 101 Columbia Road, Morristown, New
Jersey 07962-1219, Attention: Assistant Treasurer; if to any Initial Lender, at
its Domestic Lending Office specified opposite its name on Schedule I hereto; if
to any other Lender, at its Domestic Lending Office specified in the Assignment
and Acceptance pursuant to which it became a Lender; and if to the Agent, at its
address at Two


                                       58









Penns Way, New Castle, Delaware 19720, Attention: Bank Loan Syndications
Department, with a copy to 388 Greenwich Street, New York, New York 10013,
Attention: Diane Pockaj; or, as to any Borrower or the Agent, at such other
address as shall be designated by such party in a written notice to the other
parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Company and the Agent;
provided that materials as may be agreed between the Borrowers and the Agent may
be delivered to the Agent in accordance with clause (b) below. All such notices
and communications shall, when mailed, telecopied, telegraphed or telexed, be
effective when deposited in the mails, telecopied, delivered to the telegraph
company or confirmed by telex answerback, respectively, except that notices and
communications to the Agent pursuant to Article II, III or VIII shall not be
effective until received by the Agent. Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or the
Notes or of any Exhibit hereto to be executed and delivered hereunder shall be
effective as delivery of a manually executed counterpart thereof.

          (b) So long as Citibank or any of its Affiliates is the Agent, such
     materials required to be delivered pursuant to Section 5.01(h)(i), (ii),
     (iii) and (iv) as may be agreed between the Borrowers and the Agent may be
     delivered to the Agent in an electronic medium in a format acceptable to
     the Agent and the Lenders by e-mail at oploanswebadmin@citigroup.com. The
     Borrowers agree that the Agent may make such materials (the
     "Communications") available to the Lenders by posting such notices on
     Intralinks or a substantially similar electronic system (the "Platform").
     The Borrowers acknowledge that (i) the distribution of material through an
     electronic medium is not necessarily secure and that there are
     confidentiality and other risks associated with such distribution, (ii) the
     Platform is provided "as is" and "as available" and (iii) neither the Agent
     nor any of its Affiliates warrants the accuracy, adequacy or completeness
     of the Communications or the Platform and each expressly disclaims
     liability for errors or omissions in the Communications or the Platform. No
     warranty of any kind, express, implied or statutory, including, without
     limitation, any warranty of merchantability, fitness for a particular
     purpose, non-infringement of third party rights or freedom from viruses or
     other code defects, is made by the Agent or any of its Affiliates in
     connection with the Platform.

          (c) Each Lender agrees that notice to it (as provided in the next
     sentence) (a "Notice") specifying that any Communications have been posted
     to the Platform shall constitute effective delivery of such information,
     documents or other materials to such Lender for purposes of this Agreement;
     provided that if requested by any Lender the Agent shall deliver a copy of
     the Communications to such Lender by email or telecopier. Each Lender
     agrees (i) to notify the Agent in writing of such Lender's e-mail
     address(es) to which a Notice may be sent by electronic transmission
     (including by electronic communication) on or before the date such Lender
     becomes a party to this Agreement (and from time to time thereafter to
     ensure that the Agent has on record an effective e-mail address for such
     Lender) and (ii) that any Notice may be sent to such e-mail address(es).

          SECTION 9.03. No Waiver; Remedies. No failure on the part of any
Lender or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall


                                       59









operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

          SECTION 9.04. Costs and Expenses. (a) The Company agrees to pay on
demand all reasonable costs and expenses of the Agent in connection with the
administration, modification and amendment of this Agreement, the Notes and the
other documents to be delivered hereunder, including, without limitation, (i)
all due diligence, syndication (including printing, distribution and bank
meetings), transportation, computer, duplication, appraisal, consultant, and
audit expenses and (ii) the reasonable fees and expenses of counsel for the
Agent with respect thereto. The Company further agrees to pay on demand all
costs and expenses of the Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender in connection with the enforcement of rights under this
Section 9.04(a).

          (b) Each Borrower agrees to indemnify and hold harmless the Agent and
each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of, or in connection with the
preparation for a defense of, any investigation, litigation or proceeding
arising out of, related to or in connection with the Notes, this Agreement, any
of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances whether or not such investigation, litigation or
proceeding is brought by the Company, its directors, shareholders or creditors
or an Indemnified Party or any other Person or any Indemnified Party is
otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated, except to the extent any such claim, damage, loss,
liability or expense has resulted from such Indemnified Party's gross negligence
or willful misconduct.

The Company also agrees not to assert any claim against any Indemnified Party on
any theory of liability for special, indirect, consequential or punitive damages
arising out of or otherwise relating to the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances.

          (c) If any payment of principal of, or Conversion of, any Eurocurrency
Rate Advance or LIBO Rate Advance is made by the Borrower to or for the account
of a Lender other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.03(d), 2.05(b),
2.09(a) or (b), 2.11 or 2.16, acceleration of the maturity of the Notes pursuant
to Section 6.01 or for any other reason, the Borrower shall, upon demand by such
Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses that it may reasonably incur as a result of
such payment or Conversion, including, without limitation, any loss (including
loss of anticipated profits), cost or expense


                                       60









incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such Advance.

          (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.10, 2.13 and 9.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes and the
termination in whole of any Commitment hereunder.

          SECTION 9.05. Binding Effect. This Agreement shall become effective
(other than Sections 2.01 and 2.03, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Company and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of each
Borrower, the Agent and each Lender and their respective successors and assigns,
except that no Borrower shall not have the right to assign its rights hereunder
or any interest herein without the prior written consent of the Lenders.

          SECTION 9.06. Assignments and Participations. (a) Each Lender may at
any time, with notice to the Company prior to making any proposal to any
potential assignee and with the consent of the Company, which consent shall not
be unreasonably withheld (and shall at any time, if requested to do so by the
Company pursuant to Section 2.05(b), 2.10 or 2.13) assign to one or more Persons
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Revolving Credit
Advances owing to it and the Revolving Credit Note or Notes held by it);
provided, however, that (i) the Company's consent shall not be required (A) in
the case of an assignment to an Affiliate of such Lender, provided that notice
thereof shall have been given to the Company and the Agent or (B) in the case of
an assignment of the type described in subsection (g) below; (ii) each such
assignment shall be of a constant, and not a varying, percentage of all rights
and obligations under this Agreement (other than any right to make Competitive
Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes);
(iii) except in the case of an assignment to a Person that, immediately prior to
such assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the amount of the Commitment of the assigning
Lender being assigned pursuant to each such assignment (determined as of the
date of the Assignment and Acceptance with respect to such assignment) shall in
no event be less than $10,000,000 or an integral multiple of $1,000,000 in
excess thereof; (iv) each such assignment shall be to an Eligible Assignee, (v)
each such assignment made as a result of a demand by the Company pursuant to
this Section 9.06(a) shall be arranged by the Company after consultation with,
and subject to the approval of, the Agent, and shall be either an assignment of
all of the rights and obligations of the assigning Lender under this Agreement
or an assignment of a portion of such rights and obligations made concurrently
with another such assignment or other such assignments that together cover all
of the rights and obligations of the assigning Lender under this Agreement, (vi)
no Lender shall be obligated to make any such assignment as a result of a demand
by the Borrower pursuant to this Section 9.06(a) unless and until such Lender
shall have received one or more payments from either the Borrower or one or more
Eligible Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts payable to such Lender


                                       61









under this Agreement and all of the obligations of the Borrower to such Lender
shall have been satisfied; and (vii) the parties to each such assignment shall
execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with a processing and
recordation fee of $3,500 and, if the assigning Lender is not retaining a
Commitment hereunder, any Revolving Credit Note subject to such assignment. Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder and (y) the Lender assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and be released from its obligations under this Agreement (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto, provided, however, that such assigning
Lender's rights under Sections 2.10, 2.13 and 9.04, and its obligations under
Section 8.05, shall survive such assignment as to matters occurring prior to the
effective date of such assignment).

          (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
any other instrument or document furnished pursuant hereto or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant hereto; (ii)
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower or the
performance or observance by such Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii)
such assignee confirms that it has received a copy of this Agreement, together
with copies of the financial statements referred to in Section 4.01 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (iv)
such assignee will, independently and without reliance upon the Agent, such
assigning Lender or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such assignee
confirms that it is an Eligible Assignee; (vi) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender.

          (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Revolving Credit Note or Notes subject to such assignment, the
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto,


                                       62









(i) accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Company and
to each other Borrower.

          (d) The Agent shall maintain at its address referred to in Section
9.02 a copy of each Assumption Agreement and each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lenders and the Commitment of, and principal amount of the
Advances owing to, each Lender from time to time (the "Register"). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Company, each other Borrower, the Agent and the Lenders
may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Company, any other Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

          (e) Each Lender may sell participations to one or more banks or other
entities (other than the Company or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Advances owing to it and any
Note or Notes held by it); provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitment to the
Company and the other Borrowers hereunder) shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder of
any such Note for all purposes of this Agreement, (iv) the Company, any other
Borrower, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, (v) no participant under any such
participation shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by any
Borrower therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation and (vi) within 30 days of the
effective date of such participation, such Lender shall provide notice of such
participation to the Company.

          (f) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 9.06, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to the Company or any Borrower furnished to such Lender by
or on behalf of such Borrower; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any confidential information relating to such
Borrower received by it from such Lender.

          (g) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time assign or create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.


                                       63









          SECTION 9.07. Designated Subsidiaries. (a) Designation. The Company
may at any time, and from time to time, by delivery to the Agent of a
Designation Letter duly executed by the Company and the respective Subsidiary
and substantially in the form of Exhibit E hereto, designate such Subsidiary as
a "Designated Subsidiary" for purposes of this Agreement and such Subsidiary
shall thereupon become a "Designated Subsidiary" for purposes of this Agreement
and, as such, shall have all of the rights and obligations of a Borrower
hereunder. The Agent shall promptly notify each Lender of each such designation
by the Company and the identity of the respective Subsidiary.

          (b) Termination. Upon the payment and performance in full of all of
the indebtedness, liabilities and obligations under this Agreement and the Notes
of any Designated Subsidiary then, so long as at the time no Notice of Revolving
Credit Borrowing or Notice of Competitive Bid Borrowing in respect of such
Designated Subsidiary is outstanding, such Subsidiary's status as a "Designated
Subsidiary" shall terminate upon notice to such effect from the Agent to the
Lenders (which notice the Agent shall give promptly upon its receipt of a
request therefor from the Company). Thereafter, the Lenders shall be under no
further obligation to make any Advance hereunder to such Designated Subsidiary.

          SECTION 9.08. Confidentiality. Each of the Lenders and the Agent
hereby agrees that it will use reasonable efforts (e.g., procedures
substantially comparable to those applied by such Lender or the Agent in respect
of non-public information as to the business of such Lender or the Agent) to
keep confidential any financial reports and other information from time to time
supplied to it by the Company hereunder to the extent that such information is
not and does not become publicly available and which the Company indicates at
the time is to be treated confidentially, provided, however, that nothing herein
shall affect the disclosure of any such information (i) by the Agent to any
Lender, (ii) to the extent required by law (including statute, rule, regulation
or judicial process), (iii) to counsel for any Lender or the Agent or to their
respective independent public accountants, (iv) to bank examiners and auditors
and appropriate government examining authorities, (v) to the Agent or any other
Lender, (vi) in connection with any litigation to which any Lender or the Agent
is a party, (vii) to actual or prospective assignees and participants as
contemplated by Section 9.06(f) or (viii) to any Affiliate of the Agent or any
Lender or to such Affiliate's officers, directors, employees, agents and
advisors, provided that, prior to any such disclosure, such Affiliate or such
Affiliate's officers, directors, employees, agents or advisors, as the case may
be, shall agree to preserve the confidentiality of any confidential information
relating to the Company received by it; a determination by a Lender or the Agent
as to the application of the circumstances described in the foregoing clauses
(i)-(viii) being conclusive if made in good faith; and each of the Lenders and
the Agent agrees that it will follow procedures which are intended to put any
transferee of such confidential information on notice that such information is
confidential. Notwithstanding anything herein to the contrary, each Borrower,
the Agent and each Lender (and each employee, representative or other agent of
each of the foregoing parties) may disclose to any and all Persons, without
limitation of any kind, the U.S. tax treatment and tax structure of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to any of the foregoing
parties relating to such U.S. tax treatment and tax structure.


                                       64









          SECTION 9.09. Mitigation of Yield Protection. Each Lender hereby
agrees that, commencing as promptly as practicable after it becomes aware of the
occurrence of any event giving rise to the operation of Section 2.10(a), 2.11 or
2.13 with respect to such Lender, such Lender will give notice thereof through
the Agent to the respective Borrower. A Borrower may at any time, by notice
through the Agent to any Lender, request that such Lender change its Applicable
Lending Office as to any Advance or Type of Advance or that it specify a new
Applicable Lending Office with respect to its Commitment and any Advance held by
it or that it rebook any such Advance with a view to avoiding or mitigating the
consequences of an occurrence such as described in the preceding sentence, and
such Lender will use reasonable efforts to comply with such request unless, in
the opinion of such Lender, such change or specification or rebooking is
inadvisable or might have an adverse effect, economic or otherwise, upon it,
including its reputation. In addition, each Lender agrees that, except for
changes or specifications or rebookings required by law or effected pursuant to
the preceding sentence, if the result of any change or change of specification
of Applicable Lending Office or rebooking would, but for this sentence, be to
impose additional costs or requirements upon the respective Borrower pursuant to
Section 2.10(a), Section 2.11 or Section 2.13 (which would not be imposed absent
such change or change of specification or rebooking) by reason of legal or
regulatory requirements in effect at the time thereof and of which such Lender
is aware at such time, then such costs or requirements shall not be imposed upon
such Borrower but shall be borne by such Lender. All expenses incurred by any
Bank in changing an Applicable Lending Office or specifying another Applicable
Lending Office of such Lender or rebooking any Advance in response to a request
from a Borrower shall be paid by such Borrower. Nothing in this Section 9.09
(including, without limitation, any failure by a Lender to give any notice
contemplated in the first sentence hereof) shall limit, reduce or postpone any
obligations of the respective Borrower under Section 2.10(a), Section 2.11 or
Section 2.13, including any obligations payable in respect of any period prior
to the date of any change or specification of a new Applicable Lending Office or
any rebooking of any Advance.

          SECTION 9.10. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

          SECTION 9.11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

          SECTION 9.12. Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each Designated Subsidiary hereby agrees that service of
process in any such action or proceeding brought in the


                                       65









any such New York State court or in such federal court may be made upon CT
Corporation System at its offices at 1633 Broadway, New York, New York 10019
(the "Process Agent") and each Designated Subsidiary hereby irrevocably appoints
the Process Agent its authorized agent to accept such service of process, and
agrees that the failure of the Process Agent to give any notice of any such
service shall not impair or affect the validity of such service or of any
judgment rendered in any action or proceeding based thereon. Each Borrower
hereby further irrevocably consents to the service of process in any action or
proceeding in such courts by the mailing thereof by any parties hereto by
registered or certified mail, postage prepaid, to such Borrower at its address
specified pursuant to Section 9.02. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to serve legal process in any other manner permitted by law
or to bring any action or proceeding relating to this Agreement or the Notes in
the courts of any jurisdiction. To the extent that each Designated Subsidiary
has or hereafter may acquire any immunity from jurisdiction of any court or from
any legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with respect
to itself or its property, each Designated Subsidiary hereby irrevocably waives
such immunity in respect of its obligations under this Agreement.

          (b) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the Notes in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

          SECTION 9.13. Substitution of Currency. If a change in any Foreign
Currency occurs pursuant to any applicable law, rule or regulation of any
governmental, monetary or multi-national authority, this Agreement (including,
without limitation, the definitions of Eurocurrency Rate and LIBO Rate) will be
amended to the extent determined by the Agent (acting reasonably and in
consultation with the Company) to be necessary to reflect the change in currency
and to put the Lenders and the Borrowers in the same position, so far as
possible, that they would have been in if no change in such Foreign Currency had
occurred.

          SECTION 9.14. Final Agreement. This written agreement represents the
full and final agreement between the parties with respect to the matters
addressed herein and supercedes all prior communications, written or oral, with
respect thereto. There are no unwritten agreements between the parties.

          SECTION 9.15. Judgment. (a) If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due hereunder or under the Notes
in any currency (the "Original Currency") into another currency (the "Other
Currency"), the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the Original
Currency with the Other Currency at 9:00 A.M. (New York City time) on the first
Business Day preceding that on which final judgment is given.


                                       66









          (b) The obligation of each Borrower in respect of any sum due in the
Original Currency from it to any Lender or the Agent hereunder or under the
Revolving Credit Note or Revolving Credit Notes held by such Lender shall,
notwithstanding any judgment in any Other Currency, be discharged only to the
extent that on the Business Day following receipt by such Lender or the Agent
(as the case may be) of any sum adjudged to be so due in such Other Currency,
such Lender or the Agent (as the case may be) may in accordance with normal
banking procedures purchase Dollars with such Other Currency; if the amount of
Dollars so purchased is less than the sum originally due to such Lender or the
Agent (as the case may be) in the Original Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent (as the case may be) against such loss, and if the amount of
Dollars so purchased exceeds the sum originally due to any Lender or the Agent
(as the case may be) in the Original Currency, such Lender or the Agent (as the
case may be) agrees to remit to such Borrower such excess.


                                       67









          SECTION 9.16. Waiver of Jury Trial. Each Borrower, the Agent and each
Lender hereby irrevocably waive all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or the Notes or the actions of the
Agent or any Lender in the negotiation, administration, performance or
enforcement thereof.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                        HONEYWELL INTERNATIONAL INC.


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President and Treasurer


                                        CITIBANK, N.A., as Agent


                                        By: /s/ Diane Pockaj
                                            ------------------------------------
                                        Title: Vice President

REVOLVING CREDIT COMMITMENT             ARRANGER AND ADMINISTRATIVE AGENT

$97,826,086.96                          CITIBANK, N.A.


                                        By: /s/ Diane Pockaj
                                            ------------------------------------
                                        Title: Director

                                        ARRANGER AND SYNDICATION AGENT

$97,826,086.96                          JPMORGAN CHASE BANK


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President

                                        DOCUMENTATION AGENTS

$82,608,695.65                          BANK OF AMERICA, N.A.


                                        By: /s/ John W. Pocalyko
                                            ------------------------------------
                                        Title: Managing Director


$82,608,695.65                          BARCLAYS BANK PLC


                                        By: /s/ Douglas Berneggeh
                                            ------------------------------------
                                        Title: Director


                                       68









$82,608,695.65                          DEUTSCHE BANK AG NEW YORK BRANCH


                                        By: /s/ Jean M. Hannigan
                                            ------------------------------------
                                        Title: Director


                                        By: /s/ Oliver Riedinger
                                            ------------------------------------
                                        Title: Vice President


$82,608,695.65                          UBS LOAN FINANCE LLC


                                        By: /s/
                                            ------------------------------------
                                        Title: Director


                                        By: /s/
                                            ------------------------------------
                                        Title: Associate Director

                                        SENIOR MANAGING AGENTS

$56,521,739.13                          ABN AMRO BANK N.V.


                                        By: /s/ Alexander M. Blodi
                                            ------------------------------------
                                        Title: Director


                                        By: /s/ Eric Oppenheimer
                                            ------------------------------------
                                        Title: Vice President


$56,521,739.13                          BANK ONE, NA


                                        By: /s/ James W. Petersen
                                            ------------------------------------
                                        Title: Director


$56,521,739.13                          BNP PARIBAS


                                        By: /s/ Michel de Vibraye
                                            ------------------------------------
                                        Title: Head of CFI North America


                                        By: /s/ Richard Pace
                                            ------------------------------------
                                        Title: Director


$56,521,739.13                          BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President


                                       69









                                        MANAGING AGENTS

$39,130,434.78                          HSBC BANK USA


                                        By: /s/ Johan Sorennson
                                            ------------------------------------
                                        Title: First Vice President


$39,130,434.78                          THE NORTHERN TRUST COMPANY


                                        By: /s/ Ashish S. Bhagwat
                                            ------------------------------------
                                        Title: Vice President

                                        LENDERS

$21,739,130.43                          ROYAL BANK OF CANADA


                                        By: /s/ Dana Dratch
                                            ------------------------------------
                                        Title: Authorized Signatory


$21,739,130.43                          SUMITOMO MITSUI BANKING CORPORATION


                                        By: /s/ Peter R. C. Knight
                                            ------------------------------------
                                        Title: Joint General Manager


$21,739,130.43                          UNICREDITO ITALIANO


                                        By: /s/ Christopher J. Eldin
                                            ------------------------------------
                                        Title: First Vice President &
                                               Deputy Manager


$13,043,478.26                          BANCO BILBAO VIZCAYA ARGENTARIA S.A.


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President


$13,043,478.26                          DANSKE BANK A/S, CAYMAN BRANCH


                                        By: /s/ Angelo J. Balestrieri
                                            ------------------------------------
                                        Title: Vice President


                                       70









$13,043,478.26                          BANCA INTESA S.P.A.


                                        By: /s/ Frank Maffei
                                            ------------------------------------
                                        Title: Vice President


                                        By: /s/ Anthony
                                            ------------------------------------
                                        Title: First Vice President


$13,043,478.26                          MIZUHO CORPORATE BANK, LTD.


                                        By: /s/ Bertran
                                            ------------------------------------
                                        Title: Vice President and Team Leader


$13,043,478.26                          SOCIETE GENERALE


                                        By: /s/ Ambrish D. Thanawala
                                            ------------------------------------
                                        Title: Director


$13,043,478.26                          WACHOVIA BANK, N.A.


                                        By: /s/
                                            ------------------------------------
                                        Title: Director


$13,043,478.26                          WELLS FARGO BANK, NATIONAL ASSOCIATION


                                        By: /s/ Peter Angelica
                                            ------------------------------------
                                        Title: Vice President


$13,043,478.26                          WESTPAC BANKING CORPORATION


                                        By: /s/ Lisa Porter
                                            ------------------------------------
                                        Title: Vice President

$1,000,000,000 TOTAL OF COMMITMENTS


                                       71









                                   SCHEDULE I
                           APPLICABLE LENDING OFFICES



        NAME OF INITIAL LENDER              DOMESTIC LENDING OFFICE        EURODOLLAR LENDING OFFICE
- --------------------------------------   -----------------------------   -----------------------------
                                                                   
ABN AMRO Bank N.V.                       208 South LaSalle Street        208 South LaSalle Street
                                         Suite 1500                      Suite 1500
                                         Chicago, IL 60604               Chicago, IL 60604
                                         Attn: Credit Administration     Attn: Credit Administration
                                         Phone: (312) 992-51521          Phone: (312) 992-51521
                                         Fax: (312) 992-5157             Fax: (312) 992-5157

Banco Bilbao Vizcaya Argentarie S.A.     1345 Avenue of the Americas     1345 Avenue of the Americas
                                         45th Floor                      45th Floor
                                         New York, NY 10105              New York, NY 10105
                                         Attn: Miguel Lara               Attn: Miguel Lara
                                         Phone: (212) 728-1664           Phone: (212) 728-1664
                                         Fax: (212) 333-2904             Fax: (212) 333-2904

Bank of America, N.A.                    101 N. Tryon Street             101 N. Tryon Street
                                         Charlotte, NC 28255             Charlotte, NC 28255
                                         Attn: Carrie Cunder             Attn: Carrie Cunder
                                         Phone: (704) 386-8382           Phone: (704) 386-8382
                                         Fax: (704) 409-0064             Fax: (704) 409-0064

The Bank of Tokyo-Mitsubishi             1251 Avenue of the Americas     1251 Avenue of the Americas
                                         12th Floor                      12th Floor
                                         New York, NY 10020              New York, NY 10020
                                         Attn: William Derasmo           Attn: William Derasmo
                                         Phone: (212) 782-4359           Phone: (212) 782-4359
                                         Fax: (212) 782-6445             Fax: (212) 782-6445

Bank One, NA                             One Bank One Plaza              One Bank One Plaza
                                         Chicago, IL 60670               Chicago, IL 60670
                                         Attn: Claudia Kech              Attn: Claudia Kech
                                         Phone: (312) 732-1031           Phone: (312) 732-1031
                                         Fax: (312) 732-4840             Fax: (312) 732-4840

Barclays Bank PLC                        200 Park Avenue                 200 Park Avenue
                                         New York, NY 10163              New York, NY 10163
                                         Attn: Martin Duran              Attn: Martin Duran
                                         Phone: (212) 412 6831           Phone: (212) 412 6831
                                         F: (212) 412 5306               F: (212) 412 5306

BNP Paribas                              499 Park Avenue                 499 Park Avenue
                                         New York, NY 10022              New York, NY 10022
                                         Attn: Andree Mitton/Robin       Attn: Andree Mitton/Robin
                                         Jackson-Bogner                  Jackson-Bogner
                                         Phone: (212) 415-9617/9616      Phone: (212) 415-9617/9616
                                         Fax: (212) 415-9606             Fax: (212) 415-9606

Citibank, N.A.                           388 Greenwich Street            388 Greenwich Street
                                         New York, NY 10013              New York, NY 10013
                                         Attn: Carolyn Sheridan          Attn: Carolyn Sheridan
                                         Phone: (212) 559-3245           Phone: (212) 559-3245
                                         Fax: (212) 826-2371             Fax: (212) 826-2371











                                                                   
Danske Bank A/S, Cayman Branch           299 Park avenue, 14th Floor     299 Park avenue, 14th Floor
                                         New York, NY 10171              New York, NY 10171
                                         Attn: Loan Administration       Attn: Loan Administration
                                         Phone: (212) 984-8462           Phone: (212) 984-8462
                                         Fax: (212) 984-9570             Fax: (212) 984-9570

Deutsche Bank AG New York Branch         60 Wall Street                  60 Wall Street
                                         New York, NY 10005              New York, NY 10005
                                         Attn: Esther Ocampo             Attn: Esther Ocampo
                                         Phone: (213) 620-8241           Phone: (213) 620-8241
                                         Fax: (213) 620-8293             Fax: (213) 620-8293

HSBC Bank USA                            One HSBC Center                 One HSBC Center
                                         Buffalo, NY 14203               Buffalo, NY 14203
                                         Attn: Donna Riley               Attn: Donna Riley
                                         Phone: (716) 841-4178           Phone: (716) 841-4178
                                         Fax: (716) 841-0269 or 5683     Fax: (716) 841-0269 or 5683

Banca Intesa S.p.A.                      1 S William Street              1 S William Street
                                         New York, NY 10004              New York, NY 10004
                                         Attn: Frank Maffei              Attn: Frank Maffei

JPMorgan Chase Bank                      One Chase Manhattan Plaza       One Chase Manhattan Plaza
                                         New York, NY 10081              New York, NY 10081
                                         Attn: Lenora Kiernan            Attn: Lenora Kiernan
                                         Phone: (212) 552-7309           Phone: (212) 552-7309
                                         Fax: (212) 552-5650             Fax: (212) 552-5650

Mizuho Corporate Bank, Ltd.              1251 Avenue of the Americas     1251 Avenue of the Americas
                                         New York, NY 10020              New York, NY 10020
                                         Phone: (212) 282-3000           Phone: (212) 282-3000
                                         Fax: (212) 282-4250             Fax: (212) 282-4250

The Northern Trust Company               50 S. LaSalle Street            50 S. LaSalle Street
                                         Chicago, IL 60675               Chicago, IL 60675
                                         Attn: Linda Honda               Attn: Linda Honda
                                         Phone: (312) 444-3532           Phone: (312) 444-3532
                                         Fax: (312) 630-1566             Fax: (312) 630-1566

Royal Bank of Canada                     One Liberty Plaza, 3rd Floor    One Liberty Plaza, 3rd Floor
                                         New York, NY 10006              New York, NY 10006
                                         Attn: Karim Amr                 Attn: Karim Amr
                                         Phone: (212) 428-6369           Phone: (212) 428-6369
                                         Fax: (212) 428-2372             Fax: (212) 428-2372

                                         with a copy to:                 with a copy to:

                                         Attn: N. Delph                  Attn: N. Delph
                                         Phone: (212) 428-6249           Phone: (212) 428-6249
                                         Fax: (212) 428-2319             Fax: (212) 428-2319

Societe Generale                         1221 Avenue of the America      1221 Avenue of the America
                                         New York, NY 10020              New York, NY 10020
                                         Attn: Maria Manesis-Iarriccio   Attn: Maria Manesis-Iarriccio
                                         Phone: (212) 278-5396           Phone: (212) 278-5396
                                         Fax: (212) 278-7862             Fax: (212) 278-7862



                                       2










                                                                   
Sumitomo Mitsui Banking Corporation      277 Park Avenue                 277 Park Avenue
                                         New York, NY 10172              New York, NY 10172
                                         Attn: Edward McColly            Attn: Edward McColly
                                         Phone: (212) 224-4139           Phone: (212) 224-4139
                                         Fax: (212) 224-4384             Fax: (212) 224-4384

UBS Loan Finance LLC                     677 Washington Blvd.            677 Washington Blvd.
                                         6th Floor South                 6th Floor South
                                         Stamford, CT 05901              Stamford, CT 05901
                                         Attn: Christopher Aitkin        Attn: Christopher Aitkin
                                         Phone: (203) 719-3845           Phone: (203) 719-3845
                                         Fax: (203) 719-3888             Fax: (203) 719-3888

Unicredito Italiano                      375 Park Avenue                 375 Park Avenue
                                         New York, NY 10152              New York, NY 10152
                                         Attn: Evangeline Blanco         Attn: Evangeline Blanco
                                         Phone: (212) 546-9615           Phone: (212) 546-9615
                                         Fax: (212) 546-9675             Fax: (212) 546-9675

Wachovia Bank, N.A.                      301 S. College Street           301 S. College Street
                                         Charlotte, NC 28288             Charlotte, NC 28288
                                         Attn: Romonia Lester            Attn: Romonia Lester
                                         Phone: (704) 383-5364           Phone: (704) 383-5364
                                         Fax: (704) 715-0096             Fax: (704) 715-0096

Wells Fargo Bank, National Association   70 East 55th Street             70 East 55th Street
                                         11th Floor                      11th Floor
                                         New York City, NY 10022-3222    New York City, NY 10022-3222
                                         Attn: Peter M. Angelica\        Attn: Peter M. Angelica\
                                         Phone: (212) 836-4141           Phone: (212) 836-4141
                                         Fax: (212) 593-5241             Fax: (212) 593-5241

Westpac Banking Corporation              GMO Nightshift Operations       GMO Nightshift Operations
                                         255 Elizabeth St. 3rd Floor     255 Elizabeth St. 3rd Floor
                                         Sydney, NSW 2000                Sydney, NSW 2000
                                         Australia                       Australia
                                         Attn: Matt Healey               Attn: Matt Healey
                                         Phone: 011 612 9284-8241        Phone: 011 612 9284-8241
                                         Fax: 011 44 207 621 7608        Fax: 011 44 207 621 7608



                                        3









                                SCHEDULE 3.01(b)

                              DISCLOSED LITIGATION

          While not giving an opinion as to whether any item is "reasonably
likely to have a Material Adverse Effect," we hereby disclose the litigation
matters as stated in our Form 10-Q for the quarter ended September 30, 2003,
under the heading "Legal Proceedings," as shown below. These matters are
modified and updated to the extent of the Form 8-K filed by Honeywell on
November 11, 2003, disclosing that the letter of intent regarding a transaction
in which Federal-Mogul Corp. would acquire Honeywell's automotive Bendix
friction materials business, and Honeywell would receive a permanent channeling
injunction shielding it from all current and future Bendix-related personal
injury asbestos liabilities, expired on November 15, 2003, but that the parties
remain engaged in active negotiations regarding a possible transaction.

     SHAREOWNER LITIGATION - Honeywell and seven of its current and former
officers were named as defendants in several purported class action lawsuits
filed in the United States District Court for the District of New Jersey (the
"Securities Law Complaints"). The Securities Law Complaints principally allege
that the defendants violated federal securities laws by purportedly making false
and misleading statements and by failing to disclose material information
concerning Honeywell's financial performance, thereby allegedly causing the
value of Honeywell's stock to be artificially inflated. On January 15, 2002, the
District Court dismissed the consolidated complaint against four of Honeywell's
current and former officers. The Court has granted plaintiffs' motion for class
certification defining the class as all purchasers of Honeywell stock between
December 20, 1999 and June 19, 2000.

     The parties participated in a two-day settlement mediation in April 2003 in
an attempt to resolve the cases without resort to a trial. The mediation proved
unsuccessful in resolving the cases. Discovery in the cases, which had been
stayed pending completion of the mediation, has resumed. A further mediation
session is planned for the fourth quarter of 2003.

     We continue to believe that the allegations in the Securities Law
Complaints are without merit. Although it is not possible at this time to
predict the outcome of these cases, we expect to prevail. However, an adverse
outcome could be material to our consolidated financial position or results of
operations. As a result of the uncertainty regarding the outcome of this matter
no provision has been made in our financial statements with respect to this
contingent liability.

     ERISA CLASS ACTION LAWSUIT - In April 2003, Honeywell and several of its
current and former officers were named as defendants in a purported class action
lawsuit filed in the United States District Court for the District of New
Jersey. The complaint principally alleges that the defendants breached their
fiduciary duties to participants in the Honeywell Savings and Ownership Plan
(the "Savings Plan") by purportedly making false and misleading statements,
failing to disclose material information concerning Honeywell's financial
performance, and failing to diversify the Savings Plan's assets and monitor the
prudence of Honeywell stock as a Savings Plan investment. In July 2003, an
amended complaint making similar allegations and naming several current and
former officers and directors as defendants was filed in the same district. In
September 2003, Honeywell filed a motion to dismiss the amended complaint.










     Although it is not possible at this time to predict the outcome of this
litigation, we believe that the allegations in these complaints are without
merit and we expect to prevail. An adverse litigation outcome could, however, be
material to our consolidated financial position or results of operations. As a
result of the uncertainty regarding the outcome of this matter no provision has
been made in our financial statements with respect to this contingent liability.

     ENVIRONMENTAL MATTERS - We are subject to various federal, state and local
government requirements relating to the protection of employee health and safety
and the environment. We believe that, as a general matter, our policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and personal injury to our employees and employees of our
customers and that our handling, manufacture, use and disposal of hazardous or
toxic substances are in accord with environmental laws and regulations. However,
mainly because of past operations and operations of predecessor companies, we,
like other companies engaged in similar businesses, have incurred remedial
response and voluntary cleanup costs for site contamination and are a party to
lawsuits and claims associated with environmental matters, including past
production of products containing toxic substances. Additional lawsuits, claims
and costs involving environmental matters are likely to continue to arise in the
future.

     With respect to environmental matters involving site contamination, we
continually conduct studies, individually at our owned sites, and jointly as a
member of industry groups at non-owned sites, to determine the feasibility of
various remedial techniques to address environmental matters. It is our policy
to record appropriate liabilities for environmental matters when environmental
assessments are made or remedial efforts or damage claim payments are probable
and the costs can be reasonably estimated. With respect to site contamination,
the timing of these accruals is generally no later than the completion of
feasibility studies. We expect to fund expenditures for these matters from
operating cash flow. The timing of cash expenditures depends on a number of
factors, including the timing of litigation and settlements of personal injury
and property damage claims, regulatory approval of cleanup projects, remedial
techniques to be utilized and agreements with other parties.

     Although we do not currently possess sufficient information to reasonably
estimate the amounts of liabilities to be recorded upon future completion of
studies, litigation or settlements, and neither the timing nor the amount of the
ultimate costs associated with environmental matters can be determined, they
could be material to our consolidated results of operations. However,
considering our past experience and existing reserves, we do not expect that
these matters will have a material adverse effect on our consolidated financial
position.

     In the matter entitled Interfaith Community Organization, et al. v.
Honeywell International Inc., et al., the United States District Court for the
District of New Jersey held in May 2003 that a predecessor Honeywell site
located in Jersey City, New Jersey constituted an imminent and substantial
endangerment and ordered Honeywell to conduct the excavation and transport for
offsite disposal of approximately one million tons of chromium residue present
at the site. Honeywell strongly disagrees with the court's determinations and
has appealed the court's decision to the Third Circuit Court of Appeals. The
Third Circuit Court of Appeals has referred the case for mediation. In October
2003, the District Court denied Honeywell's motion


                                        2









for a stay of certain aspects of its May 2003 order, and we are considering
whether to appeal such ruling. The site at issue is one of twenty-one sites
located in Jersey City, New Jersey which are the subject of an Administrative
Consent Order (ACO) entered into with the New Jersey Department of Environmental
Protection (NJDEP) in 1993. Under the ACO, Honeywell agreed to study and
remediate these sites in accordance with NJDEP's directions, provided that the
total costs of such studies and remediation do not exceed $60 million. Honeywell
has cooperated with the NJDEP under the ACO and believes that decisions
regarding site cleanups should be made by NJDEP under the ACO. We are confident
that proceeding under the ACO will ensure a safe remediation and allow the
property to be placed back into productive use much faster and at a cost
significantly less than the remedies required by the court's order. We have not
completed development of a remedial action plan for the excavation and offsite
disposal directed under the court's order and therefore are unable to estimate
the cost of such actions. At trial, plaintiff's expert testified that the
excavation and offsite disposal cost might be $400 million. However, there are
significant variables in the implementation of the court's order and depending
on the method of implementation chosen, the estimate could increase or decrease.
Provisions have been previously made in our financial statements as to remedial
costs consistent with the ACO and during the three months ended June 30, 2003 we
provided for additional costs which are likely to be incurred during the
pendency of our appeal, which provisions do not assume excavation and offsite
removal of chromium from the site. There are alternative outcomes and remedies
beyond the scope of the ACO that could result from the remanding, reversal or
replacement of the Court's decision and order. At this time, we can neither
identify a probable alternative outcome nor reasonably estimate the cost of an
alternative remedy. Although we expect the court's decision and order to be
remanded, reversed or replaced, should the remedies prescribed in the court's
decision and order ultimately be upheld, such outcome could have a material
adverse impact on our consolidated results of operations or operating cash flows
in the periods recognized or paid.

     ASBESTOS MATTERS - Like many other industrial companies, Honeywell is a
defendant in personal injury actions related to asbestos. We did not mine or
produce asbestos, nor did we make or sell insulation products or other
construction materials that have been identified as the primary cause of
asbestos related disease in the vast majority of claimants. Rather, we made
several products that contained small amounts of asbestos.

     Honeywell's Bendix Friction Materials business manufactured automotive
brake pads that included asbestos in an encapsulated form. There is a group of
potential claimants consisting largely of professional brake mechanics. From
1981 through September 30, 2003, we have resolved about 62,500 Bendix claims at
an average indemnity cost per claim of approximately two thousand nine hundred
dollars. Through the second quarter of 2002, Honeywell had no out-of-pocket
costs for these cases since its insurance deductible was satisfied many years
ago. Beginning with claim payments made in the third quarter of 2002, Honeywell
began advancing indemnity and defense claim costs that amounted to approximately
$75 million in payments in the nine months ended September 30, 2003. A
substantial portion of this amount is expected to be reimbursed by insurance.
There are currently approximately 71,000 claims pending.

     On January 30, 2003, Honeywell and Federal-Mogul Corp. (Federal-Mogul)
entered into a letter of intent (LOI) pursuant to which Federal-Mogul would
acquire Honeywell's automotive


                                        3









Bendix Friction Materials (Bendix) business, with the exception of certain U.S.
based assets. In exchange, Honeywell would receive a permanent channeling
injunction shielding it from all current and future personal injury asbestos
liabilities related to Honeywell's Bendix business.

     Federal-Mogul, its U.S. subsidiaries and certain of its United Kingdom
subsidiaries voluntarily filed for financial restructuring under Chapter 11 of
the U.S. Bankruptcy Code in October 2001. Federal-Mogul will seek to establish
one or more trusts under Section 524(g) of the U.S. Bankruptcy Code as part of
its reorganization plan, including a trust for the benefit of Bendix asbestos
claimants. The reorganization plan to be submitted to the Bankruptcy Court for
approval will contemplate that the U.S. Bankruptcy Court in Delaware would issue
an injunction in favor of Honeywell that would channel to the Bendix 524(g)
trust all present and future asbestos claims relating to Honeywell's Bendix
business. The 524(g) trust created for the benefit of the Bendix claimants would
receive the rights to proceeds from Honeywell's Bendix related insurance
policies and would make these proceeds available to the Bendix claimants.
Honeywell would have no obligation to contribute any additional amounts toward
the settlement or resolution of Bendix related asbestos claims.

     In the fourth quarter of 2002, we recorded a charge of $167 million
consisting of a $131 million reserve for the sale of Bendix to Federal-Mogul,
our estimate of asbestos related liability net of insurance recoveries and costs
to complete the anticipated transaction with Federal-Mogul. Completion of the
transaction contemplated by the LOI is subject to the negotiation of definitive
agreements, the confirmation of Federal-Mogul's plan of reorganization by the
Bankruptcy Court, the issuance of a final, non-appealable 524(g) channeling
injunction permanently enjoining any Bendix related asbestos claims against
Honeywell, and the receipt of all required governmental approvals. We do not
believe that completion of such transaction as contemplated under the LOI would
have a material adverse impact on our consolidated results of operations or
financial position.

     During the third quarter of 2003, DaimlerChrysler AG, Ford Motor Co. and
General Motors Corp. filed a lawsuit in the U.S. Bankruptcy Court, against
Honeywell and Federal-Mogul seeking a declaration that Honeywell's Bendix unit
cannot be sold to Federal-Mogul and receive protection from asbestos claims
under Section 524(g) of the U.S. Bankruptcy Code. Honeywell believes the lawsuit
is without merit and intends to vigorously defend against the allegations in the
complaint.

     There can be no assurance, however, that the transaction contemplated by
the LOI will be completed. Honeywell presently has approximately $1.9 billion of
insurance coverage remaining with respect to Bendix related asbestos claims.
Although it is impossible to predict the outcome of pending or future claims, in
light of our potential exposure, our prior experience in resolving these claims,
and our insurance coverage, we do not believe that the Bendix related asbestos
claims will have a material adverse effect on our consolidated financial
position.

     Another source of claims is refractory products (high temperature bricks
and cement) sold largely to the steel industry in the East and Midwest by North
American Refractories Company (NARCO), a business we owned from 1979 to 1986.
Less than 2 percent of NARCO's products contained asbestos.


                                        4









     When we sold the NARCO business in 1986, we agreed to indemnify NARCO with
respect to personal injury claims for products that had been discontinued prior
to the sale (as defined in the sale agreement). NARCO retained all liability for
all other claims. NARCO had resolved approximately 176,000 claims through
January 4, 2002, the date NARCO filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, at an average cost per claim of two thousand two hundred
dollars. Of those claims, 43 percent were dismissed on the ground that there was
insufficient evidence that NARCO was responsible for the claimant's asbestos
exposure. As of the date of NARCO's bankruptcy filing, there were approximately
116,000 remaining claims pending against NARCO, including approximately 7
percent in which Honeywell was also named as a defendant. Since 1983, Honeywell
and our insurers have contributed to the defense and settlement costs associated
with NARCO claims. We have approximately $1.3 billion (excluding insurance
recoveries in October 2003 - see discussion below) of insurance remaining that
can be specifically allocated to NARCO related liability.

     As a result of the NARCO bankruptcy filing, all of the claims pending
against NARCO are automatically stayed pending the reorganization of NARCO
except one claim which is not material as to which the stay was lifted in August
2003. Because the claims pending against Honeywell necessarily will impact the
liabilities of NARCO, because the insurance policies held by Honeywell are
essential to a successful NARCO reorganization, and because Honeywell has
offered to commit the value of those policies to the reorganization, the
bankruptcy court has temporarily enjoined any claims against Honeywell, current
or future, related to NARCO. Although the stay has been extended nineteen times
since January 4, 2002, there is no assurance that such stay will remain in
effect. In connection with NARCO's bankruptcy filing, we paid NARCO's parent
company $40 million and agreed to provide NARCO with up to $20 million in
financing. We also agreed to pay $20 million to NARCO's parent company upon the
filing of a plan of reorganization for NARCO acceptable to Honeywell, and to pay
NARCO's parent company $40 million, and to forgive any outstanding NARCO
indebtedness, upon the confirmation and consummation of such a plan.

     As a result of ongoing negotiations with counsel representing NARCO related
asbestos claimants regarding settlement of all pending and potential NARCO
related asbestos claims against Honeywell, we have reached definitive agreements
or agreements in principle with approximately 256,000 claimants, which
represents in excess of 90 percent of the approximately 275,000 current
claimants who are now expected to file a claim as part of the NARCO
reorganization process. We are also in discussions with the NARCO Committee of
Asbestos Creditors on Trust Distribution Procedures for NARCO. We believe that,
as part of the NARCO plan of reorganization, a trust will be established
pursuant to these Trust Distribution Procedures for the benefit of all asbestos
claimants, current and future. If the trust is put in place and approved by the
court as fair and equitable, Honeywell as well as NARCO will be entitled to a
permanent channeling injunction barring all present and future individual
actions in state or federal courts and requiring all asbestos related claims
based on exposure to NARCO products to be made against the federally-supervised
trust. As part of its ongoing settlement negotiations, Honeywell has reached
agreement in principle with the representative for future NARCO claimants to cap
its annual contributions to the trust with respect to future claims at a level
that would not have a material impact on Honeywell's operating cash flows. Given
the substantial


                                        5









progress of negotiations between Honeywell and NARCO related asbestos claimants
and between Honeywell and the Committee of Asbestos Creditors during the fourth
quarter of 2002, Honeywell developed an estimated liability for settlement of
pending and future asbestos claims.

     During the fourth quarter of 2002, Honeywell recorded a charge of $1.4
billion for NARCO related asbestos litigation charges, net of insurance
recoveries. This charge consists of the estimated liability to settle current
asbestos related claims, the estimated liability related to future asbestos
related claims through 2018 and obligations to NARCO's parent, net of insurance
recoveries of $1.8 billion.

     The estimated liability for current claims is based on terms and
conditions, including evidentiary requirements, in definitive agreements or
agreements in principle with in excess of 90 percent of current claimants. Once
finalized, settlement payments with respect to current claims are expected to be
made over approximately a four-year period.

     The liability for future claims estimates the probable value of future
asbestos related bodily injury claims asserted against NARCO over a 15 year
period and obligations to NARCO's parent as discussed above. In light of the
uncertainties inherent in making long-term projections we do not believe that we
have a reasonable basis for estimating asbestos claims beyond 2018 under
Statement of Financial Accounting Standard No. 5 "Accounting for Contingencies."
Honeywell retained the expert services of Hamilton, Rabinovitz and Alschuler,
Inc. (HR&A) to project the probable number and value, including trust claim
handling costs, of asbestos related future liabilities. The methodology used to
estimate the liability for future claims has been commonly accepted by numerous
courts and is the same methodology that is utilized by an expert who is
routinely retained by the asbestos claimants committee in asbestos related
bankruptcies. The valuation methodology includes an analysis of the population
likely to have been exposed to asbestos containing products, epidemiological
studies to estimate the number of people likely to develop asbestos related
diseases, NARCO claims filing history and the pending inventory of NARCO
asbestos related claims.

     Honeywell has substantial insurance that reimburses it for portions of the
costs incurred to settle NARCO related claims and court judgments as well as
defense costs. This coverage is provided by a large number of insurance policies
written by dozens of insurance companies in both the domestic insurance market
and the London excess market. At September 30, 2003, a significant portion of
this coverage is with London-based insurance companies under a coverage-in-place
agreement. Coverage-in-place agreements are settlement agreements between
policyholders and the insurers specifying the terms and conditions under which
coverage will be applied as claims are presented for payment. These agreements
govern such things as what events will be deemed to trigger coverage, how
liability for a claim will be allocated among insurers and what procedures the
policyholder must follow in order to obligate the insurer to pay claims. We
conducted an analysis to determine the amount of insurance that we estimate is
probable that we will recover in relation to payment of current and projected
future claims. While the substantial majority of our insurance carriers are
solvent, some of our individual carriers are insolvent, which has been
considered in our analysis of probable recoveries. Some of our insurance
carriers have challenged our right to enter into settlement agreements resolving
all NARCO related asbestos claims against Honeywell. However, we believe there
is no factual or


                                        6









legal basis for such challenges and we believe that it is probable that we will
prevail in the resolution of, or in any litigation that is brought regarding
these disputes and, as of September 30, 2003, we have recognized approximately
$550 million in probable insurance recoveries from these carriers. We made
judgments concerning insurance coverage that we believe are reasonable and
consistent with our historical dealings with our insurers, our knowledge of any
pertinent solvency issues surrounding insurers and various judicial
determinations relevant to our insurance programs. Based on our analysis, we
recorded insurance recoveries that are deemed probable through 2018 of $1.8
billion. A portion of this insurance has been received, primarily from Equitas,
as discussed below.

     During the nine months ended September 30, 2003, we made asbestos related
payments of $467 million, including legal fees. During the nine months ended
September 30, 2003, we received $477 million in insurance reimbursements
including $472 million in cash received from Equitas related to a comprehensive
policy buy-back settlement of all insurance claims by Honeywell against Equitas.
The settlement resolves all claims by Honeywell against Equitas arising from
asbestos claims related to NARCO and Bendix.

     Projecting future events is subject to many uncertainties that could cause
the NARCO related asbestos liabilities to be higher or lower than those
projected and recorded. There is no assurance that ongoing settlement
negotiations will be successfully completed, that a plan of reorganization will
be proposed or confirmed, that insurance recoveries will be timely or whether
there will be any NARCO related asbestos claims beyond 2018. Given the inherent
uncertainty in predicting future events, we plan to review our estimates
periodically, and update them based on our experience and other relevant
factors. Similarly we will reevaluate our projections concerning our probable
insurance recoveries in light of any changes to the projected liability or other
developments that may impact insurance recoveries.

     In October 2003, we received approximately $150 million in cash from
various insurance companies related to our NARCO asbestos claims.

     We are monitoring proposals for federal asbestos legislation pending in the
United States Congress. Due to the uncertainty surrounding the proposed
legislation, it is not possible at this point in time to determine what impact
such legislation would have on the NARCO bankruptcy strategy, the proposed
transaction with Federal-Mogul, or our asbestos liabilities and related
insurance recoveries.


                                        7









                              EXHIBIT A-1 - FORM OF
                                REVOLVING CREDIT
                                 PROMISSORY NOTE

                                                   Dated: _______________, 200_

          FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
_________________________ corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of _________________________ (the "Lender") for the account of its
Applicable Lending Office on the Termination Date (each as defined in the Credit
Agreement referred to below) the aggregate principal amount of the Revolving
Credit Advances made by the Lender to the Borrower pursuant to the 364-Day
Credit Agreement dated as of November 26, 2003 among Honeywell International
Inc., the Lender and certain other lenders parties thereto, and Citibank, N.A.,
as Agent for the Lender and such other lenders (as amended or modified from time
to time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined) outstanding on such date.

          The Borrower promises to pay interest on the unpaid principal amount
of each Revolving Credit Advance from the date of such Revolving Credit Advance
until such principal amount is paid in full, at such interest rates, and payable
at such times, as are specified in the Credit Agreement.

          Both principal and interest in respect of each Revolving Credit
Advance (i) in Dollars are payable in lawful money of the United States of
America to Citibank, N.A., as Agent, at 388 Greenwich Street, New York, New
York, 10013, in same day funds and (ii) in any Major Currency are payable in
such currency at the applicable Payment Office in same day funds. Each Revolving
Credit Advance owing to the Lender by the Borrower pursuant to the Credit
Agreement, and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Promissory Note.

          This Promissory Note is one of the Revolving Credit Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, (i) provides for the making of Revolving Credit
Advances by the Lender to the Borrower from time to time in an aggregate amount
not to exceed at any time outstanding the Dollar amount first above mentioned or
the Equivalent thereof in one or more Major Currencies, the indebtedness of the
Borrower resulting from each such Revolving Credit Advance being evidenced by
this Promissory Note, (ii) contains provisions for determining the Dollar
Equivalent of Revolving Credit Advances denominated in Major Currencies and
(iii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.









          The Borrower hereby waives presentment, demand, protest and notice of
any kind. No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

          This promissory note shall be governed by, and construed in accordance
with the laws of the State of New York.

                                        [NAME OF BORROWER]


                                        By
                                          --------------------------------------
                                          Name:
                                          Title:


                                        2











                       ADVANCES AND PAYMENTS OF PRINCIPAL

- ------------------------------------------------------------------------------------------
                      Amount of                         Amount of       Unpaid
       Type of       Advance in                      Principal Paid   Principal   Notation
Date   Advance   Relevant Currency   Interest Rate     or Prepaid      Balance     Made By
- ------------------------------------------------------------------------------------------
                                                                
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- ------------------------------------------------------------------------------------------

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                                        3









                              EXHIBIT A-2 - FORM OF
                                 COMPETITIVE BID
                                 PROMISSORY NOTE

                                                   Dated:  _______________, 200_

          FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
_________________________ corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of _________________________ (the "Lender") for the account of its
Applicable Lending Office (as defined in the 364-Day Credit Agreement dated as
of November 26, 2003 among Honeywell International Inc., the Lender and certain
other lenders parties thereto, and Citibank, N.A., as Agent for the Lender and
such other lenders (as amended or modified from time to time, the "Credit
Agreement"; the terms defined therein being used herein as therein defined)), on
_______________, the principal amount of [U.S.$_______________] [for a
Competitive Bid Advance in a Foreign Currency, list currency and amount of such
Advance].

          The Borrower promises to pay interest on the unpaid principal amount
hereof from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below:

          Interest Rate: [____% per annum (calculated on the basis of a year of
_____ days for the actual number of days elapsed)].

          Interest Payment Date or Dates: ______________

          Both principal and interest are payable in lawful money of
___________________ to Citibank, N.A., as Agent, for the account of the Lender
at the office of _________________________, at _________________________ in same
day funds.

          This Promissory Note is one of the Competitive Bid Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.

          The Borrower hereby waives presentment, demand, protest and notice of
any kind. No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

          This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

                                        [NAME OF BORROWER]


                                        By
                                          --------------------------------------
                                          Name:
                                          Title:









                         EXHIBIT B-1 - FORM OF NOTICE OF
                           REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
   for the Lenders parties
   to the Credit Agreement
   referred to below
   Two Penns Way
   New Castle, Delaware  19720                                            [Date]

Attention: Bank Loan Syndication

Ladies and Gentlemen:

          The undersigned, [Name of Borrower], refers to the 364-Day Credit
Agreement, dated as of November 26, 2003 (as amended or modified from time to
time, the "Credit Agreement", the terms defined therein being used herein as
therein defined), among the undersigned, certain Lenders parties thereto, and
Citibank, N.A., as Agent for said Lenders, and hereby gives you notice,
irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Revolving Credit Borrowing (the "Proposed Revolving Credit Borrowing") as
required by Section 2.02(a) of the Credit Agreement:

          (i) The Business Day of the Proposed Revolving Credit Borrowing is
     _______________.

          (ii) The Type of Advances comprising the Proposed Revolving Credit
     Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].

          (iii) The aggregate amount of the Proposed Revolving Credit Borrowing
     is [$_______________] [for a Revolving Credit Borrowing in a Major
     Currency, list currency and amount of Revolving Credit Borrowing].

          [(iv) The initial Interest Period for each Eurocurrency Rate Advance
     made as part of the Proposed Revolving Credit Borrowing is _____ month[s].]









          The undersigned hereby certifies that the conditions precedent to this
Revolving Credit Borrowing set forth in Section 3.04 of the Credit Agreement
have been satisfied and the applicable statements contained therein are true on
the date hereof, and will be true on the date of the Proposed Revolving Credit
Borrowing.

                                        Very truly yours,

                                        [NAME OF BORROWER]


                                        By
                                          --------------------------------------
                                          Name:
                                          Title:


                                        2









                         EXHIBIT B-2 - FORM OF NOTICE OF
                            COMPETITIVE BID BORROWING


Citibank, N.A., as Agent
   for the Lenders parties
   to the Credit Agreement
   referred to below
   Two Penns Way
   New Castle, Delaware  19720                                            [Date]

Attention: Bank Loan Syndication

Ladies and Gentlemen:

          The undersigned, [Name of Borrower], refers to the 364-Day Credit
Agreement, dated as of November 26, 2003 (as amended or modified from time to
time, the "Credit Agreement", the terms defined therein being used herein as
therein defined), among Honeywell International Inc., certain Lenders parties
thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that the
undersigned hereby requests a Competitive Bid Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which such Competitive
Bid Borrowing (the "Proposed Competitive Bid Borrowing") is requested to be
made:

          (A)   Date of Competitive Bid Borrowing               ________________

          (B)   Aggregate Amount of Competitive Bid Borrowing   ________________

          (C)   [Maturity Date] [Interest Period]               ________________

          (D)   Interest Rate Basis                             ________________

          (E)   Day Count Convention                            ________________

          (F)   Interest Payment Date(s)                        ________________

          (G)   [Currency]                                      ________________

          (H)   Borrower's Account Location                     ________________

          (I)   ___________________                             ________________

          The undersigned hereby certifies that the conditions precedent to this
Competitive Bid Borrowing set forth in Section 3.05 of the Credit Agreement have
been satisfied and the applicable statements contained therein are true on the
date hereof, and will be true on the date of the Proposed Competitive Bid
Borrowing.









          The undersigned hereby confirms that the Proposed Competitive Bid
Borrowing is to be made available to it in accordance with Section 2.03(a)(v) of
the Credit Agreement.

                                        Very truly yours,

                                        [NAME OF BORROWER]


                                        By
                                          --------------------------------------
                                          Name:
                                          Title:


                                        2









                               EXHIBIT C - FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                                                            Dated: _____________

          Reference is made to the 364-Day Credit Agreement dated as of November
26, 2003 (as amended or modified from time to time, the "Credit Agreement")
among Honeywell International Inc., a Delaware corporation (the "Borrower"), the
Lenders (as defined in the Credit Agreement), and Citibank, N.A., as agent (the
"Agent") for the Lenders. Terms defined in the Credit Agreement are used herein
with the same meaning.

          ____________ (the "Assignor") and ____________ (the "Assignee") agree
as follows:

          1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, an interest in and to
the Assignor's rights and obligations under the Credit Agreement as of the date
hereof (other than in respect of Competitive Bid Advances and Competitive Bid
Notes) equal to the percentage interest specified on Schedule 1 hereto of all
outstanding rights and obligations under the Credit Agreement (other than in
respect of Competitive Bid Advances and Competitive Bid Notes). After giving
effect to such sale and assignment, the Assignee's Commitment and the amount of
the Revolving Credit Advances in each relevant currency owing to the Assignee
will be as set forth on Schedule 1 hereto.

          2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other instrument or document furnished pursuant thereto or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Agreement or any other instrument or document furnished pursuant thereto;
(iii) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Borrower or the performance or
observance by such Borrower of any of its obligations under the Credit Agreement
or any other instrument or document furnished pursuant thereto; [and (iv)
attaches the Revolving Credit Note held by the Assignor and requests that the
Agent obtain from the Borrower a new Revolving Credit Note payable to the order
of the Assignee with respect to the aggregate principal amount of the Revolving
Credit Advances assumed by such Assignee pursuant hereto, substantially in the
form of Exhibit A-1 to the Credit Agreement].

          3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms









that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement as are delegated to the Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service
forms required under Section 2.13 of the Credit Agreement.

          4. Following the execution of this Assignment and Acceptance, it will
be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.

          5. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement, provided, however,
that the Assignor's rights under Sections 2.10, 2.13 and 9.04 of the Credit
Agreement, and its obligations under Section 8.05 of the Credit Agreement, shall
survive the assignment pursuant to this Assignment and Acceptance as to matters
occurring prior to the Effective Date.

          6. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Credit Agreement and
the Revolving Credit Notes in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and facility
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make
all appropriate adjustments in payments under the Credit Agreement and any
Revolving Credit Notes for periods prior to the Effective Date directly between
themselves.

          7. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of New York.

          8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.

          IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule
1 to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.


                                        2









                                   Schedule 1
                                       to
                            Assignment and Acceptance

                                                          Dated:  ______________


                                                                       
Section 1.

             Percentage interest assigned:                                ________%

             Assignee's Commitment:                                       $_______

Section 2.

(a)  Assigned Advances

             Aggregate outstanding principal amount of Revolving Credit

             Advances in Dollars assigned:                                $_______

             Aggregate outstanding principal amount of Revolving Credit

             Advances in lawful currency of the United Kingdom of Great

             Britain and Northern Ireland assigned:                       'L'_____

             Aggregate outstanding principal amount of Revolving Credit

             Advances in lawful currency of Japan assigned:               'Y'_____

             Aggregate outstanding principal amount of Revolving Credit

             Advances in Euros assigned:                                  'E'_____

(b)  Retained Advances

             Aggregate outstanding principal amount of Revolving Credit

             Advances in Dollars retained:                                $_______

             Aggregate outstanding principal amount of Revolving Credit

             Advances in lawful currency of the United Kingdom of Great

             Britain and Northern Ireland retained:                       'L'_____

             Aggregate outstanding principal amount of Revolving Credit

             Advances in lawful currency of Japan retained:               'Y'_____



                                        3










                                                                       
             Aggregate outstanding principal amount of Revolving Credit

             Advances in Euros retained:                                  'E'______


             Effective Date(1):_______________

                                        [NAME OF ASSIGNOR], as Assignor


                                        By
                                          --------------------------------------
                                          Title:

                                        Dated:
                                              ----------------------------------


                                        [NAME OF ASSIGNEE], as Assignee


                                        By
                                          --------------------------------------
                                          Title:

                                        Dated:
                                              ----------------------------------

                                        Domestic Lending Office:
                                          [Address]

                                        Eurocurrency Lending Office:
                                          [Address]

Consented to this __________ day
of _______________

[NAME OF BORROWER]


By                                     ]
Name:
Title:

- ----------
(1)  This date should be no earlier than five Business Days after the delivery
     of this Assignment and Acceptance to the Agent.


                                        4









                    EXHIBIT D - FORM OF ASSUMPTION AGREEMENT

                                                                  Dated:________


Honeywell International Inc.
P.O. Box 1219
101 Columbia Road
Morristown, New Jersey  07960

   Attention:  Treasurer

Citibank, N.A.,
   as Agent
Two Penns Way
New Castle, Delaware  19720

   Attention: Bank Loan Syndication

Ladies and Gentlemen:

          Reference is made to the 364-Day Credit Agreement dated as of November
26, 2003 among Honeywell International Inc. (the "Company"), the Lenders parties
thereto, and Citibank, N.A. as Agent (the "Credit Agreement"; terms defined
therein being used herein as therein defined), for such Lenders.

          The undersigned ("Assuming Lender") proposes to become an Assuming
Lender pursuant to Section 2.16 of the Credit Agreement and, in that connection,
hereby agrees that it shall become a Lender for purposes of the Credit Agreement
on [applicable Extension Date], assuming on such date the Commitment (without
giving effect to assignments thereof which have not yet become effective and
without regard to any Competitive Bid Commitment Reduction) as in effect on
[applicable Extension Date] of [name of applicable Non-Consenting Lender] (the
"Assignor") in the amount of $____________ and the Advances (without giving
effect to assignments thereof which have not yet become effective) owing to the
Assignor on [applicable Extension Date] in the amount of [indicate amounts and
currencies of various assigned Advances].

          The Assignor (i) represents and warrants that as of the date hereof
its Commitment (without giving effect to assignments thereof which have not yet
become effective and without regard to any Competitive Bid Commitment Reduction)
is $______ and the outstanding principal amount of Advances owing to it (without
giving effect to assignments thereof which have not yet become effective) (A) in
Dollars is $______, (B) in lawful currency of Japan is (Y)____, (C) in lawful
currency of the United Kingdom of Great Britain and Northern Ireland is
(pound)____, (D) in Euros is (euro)____ [, and (F) indicate amounts of Advances
in other Foreign Currencies, if any]; (ii) represents and warrants that it is
the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse









claim; (iii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or any other instrument or document
furnished pursuant thereto or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Company or any other Borrower or the performance or
observance by the Company or any other Borrower of any of its obligations under
the Credit Agreement or any other instrument or document furnished pursuant
thereto.

          The Assuming Lender (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01(e) thereof, the most recent financial statements referred to in
Section 5.01(h) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assumption Agreement; (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (iv) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender; (v) specifies as its
Lending Office (and address for notices) the offices set forth beneath its name
on the signature pages hereof; and (vi) attaches the forms prescribed by the
Internal Revenue Service of the United States required under Section 2.13 of
Credit Agreement.

          The Assuming Lender requests that the Company deliver to the Agent (to
be promptly delivered to the Assuming Lender) Revolving Credit Notes payable to
the order of the Assuming Lender, dated as of the Extension Date and
substantially in the form of Exhibit A-1 to the Credit Agreement.

          The effective date for this Assumption Agreement shall be [applicable
Extension Date]. Upon delivery of this Assumption Agreement to the Company and
the Agent, and satisfaction of all conditions imposed under Section 2.16 as of
[date specified above], the undersigned shall be a party to the Credit Agreement
and have the rights and obligations of a Lender thereunder and the Assignor
shall relinquish its rights and be released from its obligations under the
Credit Agreement. As of [date specified above], the Agent shall make all
payments under the Credit Agreement in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and
commitment fees) to the Assuming Lender.

          This Assumption Agreement may be executed in counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assumption Agreement.


                                        2









          This Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                        Very truly yours,

                                        [NAME OF ASSUMING LENDER]


                                        By
                                          --------------------------------------
                                          Name:
                                          Title:

                                        Domestic Lending Office
                                        (and address for notices):

                                        [Address]

                                        Eurodollar Lending Office

                                        [NAME OF ASSIGNOR](2)


                                        By
                                          --------------------------------------
                                          Name:
                                          Title:

                                          [Address]

Above Acknowledged and Agreed to:

HONEYWELL INTERNATIONAL INC.


By
  --------------------------------------
  Name:
  Title:

- ----------
(2)  Use only in connection with Section 2.16.


                                        3









                     EXHIBIT E - FORM OF DESIGNATION LETTER

                                                                          [DATE]

To each of the Lenders
   parties to the
   Credit Agreement (as defined
   below) and to Citibank, N.A.,
   as Agent for such Lenders

Ladies and Gentlemen:

          Reference is made to the 364-Day Credit Agreement dated as of November
26, 2003 among Honeywell International Inc. (the "Company"), the Lenders
named therein, and Citibank, N.A., as Agent for said Lenders (the "Credit
Agreement"). For convenience of reference, terms used herein and defined in the
Credit Agreement shall have the respective meanings ascribed to such terms in
the Credit Agreement.

          Please be advised that the Company hereby designates its undersigned
Subsidiary, ____________ ("Designated Subsidiary"), as a "Designated Subsidiary"
under and for all purposes of the Credit Agreement.

          The Designated Subsidiary, in consideration of each Lender's agreement
to extend credit to it under and on the terms and conditions set forth in the
Credit Agreement, does hereby assume each of the obligations imposed upon a
"Designated Subsidiary" and a "Borrower" under the Credit Agreement and agrees
to be bound by the terms and conditions of the Credit Agreement. In furtherance
of the foregoing, the Designated Subsidiary hereby represents and warrants to
each Lenders as follows:

          1. The Designated Subsidiary is a corporation duly incorporated,
     validly existing and in good standing under the laws of __________________
     and is duly qualified to transact business in all jurisdictions in which
     such qualification is required.

          2. The execution, delivery and performance by the Designated
     Subsidiary of this Designation Letter, the Credit Agreement, its Notes and
     the consummation of the transactions contemplated thereby, are within the
     Designated Subsidiary's corporate powers, have been duly authorized by all
     necessary corporate action, and do not and will not cause or constitute a
     violation of any provision of law or regulation or any provision of the
     charter or by-laws of the Designated Subsidiary or result in the breach of,
     or constitute a default or require any consent under, or result in the
     creation of any lien, charge or encumbrance upon any of the properties,
     revenues, or assets of the Designated Subsidiary pursuant to, any indenture
     or other agreement or instrument to which the Designated Subsidiary is a
     party or by which the Designated Subsidiary or its property may be bound or
     affected.

          3. This Designation Agreement and each of the Notes of the Designated
     Subsidiary, when delivered, will have been duly executed and delivered, and
     this









     Designation Letter, the Credit Agreement and each of the Notes of the
     Designated Subsidiary, when delivered, will constitute a legal, valid and
     binding obligation of the Designated Subsidiary enforceable against the
     Designated Subsidiary in accordance with their respective terms except to
     the extent that such enforcement may be limited by applicable bankruptcy,
     insolvency and other similar laws affecting creditors' rights generally.

          4. There is no action, suit, investigation, litigation or proceeding
     including, without limitation, any Environmental Action, pending or to the
     knowledge of the Designated Subsidiary Threatened affecting the Designated
     Subsidiary before any court, governmental agency or arbitration that (i) is
     reasonably likely to have a Material Adverse Effect, or (ii) purports to
     effect the legality, validity or enforceability of this Designation Letter,
     the Credit Agreement, any Note of the Designated Subsidiary or the
     consummation of the transactions contemplated thereby.

          5. No authorizations, consents, approvals, licenses, filings or
     registrations by or with any governmental authority or administrative body
     are required in connection with the execution, delivery or performance by
     the Designated Subsidiary of this Designation Letter, the Credit Agreement
     or the Notes of the Designated Subsidiary except for such authorizations,
     consents, approvals, licenses, filings or registrations as have heretofore
     been made, obtained or effected and are in full force and effect.


                                        2









          6. The Designated Subsidiary is not, and immediately after the
     application by the Designated Subsidiary of the proceeds of each Advance
     will not be, (a) an "investment company" within the meaning of the
     Investment Company Act of 1940, as amended, or (b) a "holding company"
     within the meaning of the Public Utility Holding Company Act of 1935, as
     amended.

                                        Very truly yours,

                                        HONEYWELL INTERNATIONAL INC.


                                        By
                                          --------------------------------------
                                          Name:
                                          Title:


                                        [THE DESIGNATED SUBSIDIARY]


                                        By
                                          --------------------------------------
                                          Name:
                                          Title:


                                        3









                 EXHIBIT F - FORM OF ACCEPTANCE BY PROCESS AGENT
                          [Letterhead of Process Agent]

                                                                          [Date]

To each of the Lenders parties
to the Credit
Agreement (as defined
below) and to Citibank, N.A.,
as Agent for said Lenders

                         [Name of Designated Subsidiary]

Ladies and Gentlemen:

          Reference is made to (i) that certain 364-Day Credit Agreement dated
as of November 26, 2003 among Honeywell International Inc., the Lenders named
therein, and Citibank, N.A., as Agent (such Credit Agreement as it may hereafter
be amended, supplemented or otherwise modified from time to time, being the
"Credit Agreement"; the terms defined therein being used herein as therein
defined), and (ii) to the Designation Letter, dated _________, pursuant to which
__________ has become a Borrower.

          Pursuant to Section 9.12 of the Credit Agreement to which __________
has become subject pursuant to its Designation Letter, __________ has appointed
the undersigned (with an office on the date hereof at 1633 Broadway, New York,
New York 10019, United States) as Process Agent to receive on behalf of
______________ and its property service of copies of the summons and complaint
and any other process which may be served in any action or proceeding in any New
York State or Federal court sitting in New York City arising out of or relating
to the Credit Agreement.

          The undersigned hereby accepts such appointment as Process Agent and
agrees with each of you that (i) the undersigned will not terminate or abandon
the undersigned agency as such Process Agent without at least six months prior
notice to the Agent (and hereby acknowledges that the undersigned has been
retained for its services as Process Agent through __________ __, 2004), (ii)
the undersigned will maintain an office in New York City through such date and
will give the Agent prompt notice of any change of address of the undersigned,
(iii) the undersigned will perform its duties as Process Agent to receive on
behalf of ______________ and its property service of copies of the summons and
complaint and any other process which may be served in any action or proceeding
in any New York State or Federal court sitting in New York City arising out of
or relating to the Credit Agreement and (iv) the undersigned will forward
forthwith to ______________ at its address at ________________ or, if different,
its then current address, copies of any summons, complaint and other process
which the undersigned receives in connection with its appointment as Process
Agent.









          This acceptance and agreement shall be binding upon the undersigned
and all successors of the undersigned.

                                        Very truly yours,

                                        [PROCESS AGENT]


                                        By
                                          --------------------------------------


                                        2









                           EXHIBIT G - FORM OF OPINION
                               OF GAIL E. LEHMAN,
                    ASSISTANT GENERAL COUNSEL FOR THE COMPANY

                                                             __________ __, 2003

To each of the Lenders parties
   to the Credit Agreement
   (as defined below),
   and to Citibank, N.A.,
   as Agent for said Lenders

                          Honeywell International Inc.

Ladies and Gentlemen:

          This opinion is furnished to you pursuant to Section 3.01(e)(iv) of
the 364-Day Credit Agreement dated as of November 26, 2003 among Honeywell
International Inc. (the "Company"), the Lenders parties thereto, and Citibank,
N.A., as Agent for said Lenders (the "Credit Agreement"). Terms defined in the
Credit Agreement are, unless otherwise defined herein, used herein as therein
defined.

          I have acted as counsel for the Company in connection with the
preparation, execution and delivery of the Credit Agreement.

          In that connection I have examined:

          (1) The Credit Agreement.

          (2) The documents furnished by the Company pursuant to Article III of
     the Credit Agreement, including the Certificate of Incorporation of the
     Company and all amendments thereto (the "Charter") and the By-laws of the
     Company and all amendments thereto (the "By-laws").

          (3) A certificate of the Secretary of State of the State of Delaware,
     dated ____________, 2003, attesting to the continued corporate existence
     and good standing of the Company in that State.

I have also examined the originals, or copies certified to my satisfaction, of
such corporate records of the Company (including resolutions adopted by the
Board of Directors of the Company), certificates of public officials and of
officers of the Company, and agreements, instruments and documents, as I have
deemed necessary as a basis for the opinions hereinafter expressed. As to
questions of fact material to such opinions, I have, when relevant facts were
not









independently established by me, relied upon certificates of the Company or its
officers or of public officials. I have assumed the due execution and delivery,
pursuant to due authorization, of the Credit Agreement by the Initial Lenders
and the Agent.

          I am qualified to practice law in the State of New York, and I do not
purport to be expert in, or to express any opinion herein concerning, any laws
other than the laws of the State of New York, the General Corporation Law of the
State of Delaware and the Federal laws of the United States.

          Based upon the foregoing and upon such investigation as I have deemed
necessary, I am of the following opinion:

          1. The Company (a) is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Delaware, (b) is duly
     qualified as a foreign corporation in each other jurisdiction in which it
     owns or leases property or in which the conduct of its business requires it
     to so qualify or be licensed and (c) has all requisite corporate power and
     authority to own or lease and operate its properties and to carry on its
     business as now conducted and as proposed to be conducted.

          2. The execution, delivery and performance by the Company of the
     Credit Agreement and the Notes of the Company, and the consummation of the
     transactions contemplated thereby, are within the Company's corporate
     powers, have been duly authorized by all necessary corporate action, and do
     not (i) contravene the Charter or the By-laws or (ii) violate any law
     (including, without limitation, the Securities Exchange Act of 1934 and the
     Racketeer Influenced and Corrupt Organizations Chapter of the Organized
     Crime Control Act of 1970), rule, regulation (including, without
     limitation, Regulation X of the Board of Governors of the Federal Reserve
     System) or any material order, writ, judgment, decree, determination or
     award or (iii) conflict with or result in the breach of, or constitute a
     default under, any material indenture, loan or credit agreement, lease,
     mortgage, security agreement, bond, note or any similar document. The
     Credit Agreement and the Notes of the Company have been duly executed and
     delivered on behalf of the Company.

          3. No authorization, approval, or other action by, and no notice to or
     filing with, any governmental authority, administrative agency or
     regulatory body, or any third party is required for the due execution,
     delivery and performance by the Company of the Credit Agreement or the
     Notes of the Company, or for the consummation of the transactions
     contemplated thereby.

          4. The Credit Agreement is, and each Note of the Company when
     delivered under the Credit Agreement will be, the legal, valid and binding
     obligation of the Company enforceable against the Company in accordance
     with their respective terms, except as the enforceability thereof may be
     limited by bankruptcy, insolvency, reorganization or moratorium or other
     similar laws relating to the enforcement of creditors' rights generally or
     by the application of general principles of equity (regardless of whether
     such enforceability is considered in a proceeding in equity or at law), and


                                        2









     except that I express no opinion as to (i) the subject matter jurisdiction
     of the District Courts of the United States of America to adjudicate any
     controversy relating to the Credit Agreement or the Notes of the Company or
     (ii) the effect of the law of any jurisdiction (other than the State of New
     York) wherein any Lender or Applicable Lending Office may be located or
     wherein enforcement of the Credit Agreement or the Notes of the Company may
     be sought which limits rates of interest which may be charged or collected
     by such Lender.

          5. There is no action, suit, investigation, litigation or proceeding
     against the Company or any of its Subsidiaries before any court,
     governmental agency or arbitrator now pending or, to the best of my
     knowledge, Threatened that is reasonably likely to have a Material Adverse
     Effect (other than the Disclosed Litigation) or that purports to affect the
     legality, validity or enforceability of the Credit Agreement or any Note of
     the Company or the consummation of the transactions contemplated thereby,
     and there has been no adverse change in the status, or financial effect on
     the Company or any of its Subsidiaries, of the Disclosed Litigation from
     that described on Schedule 3.01(b) of the Credit Agreement.

          6. The Company is not an "investment company" within the meaning of
     the Investment Company Act of 1940, as amended.

          7. The Company is not a "holding company" within the meaning of the
     Public Utility Holding Company Act of 1935, as amended.

          In connection with the opinions expressed by me above in paragraph 4,
I wish to point out that (i) provisions of the Credit Agreement that permit the
Agent or any Lender to take action or make determinations may be subject to a
requirement that such action be taken or such determinations be made on a
reasonable basis and in good faith, (ii) that a party to whom an advance is owed
may, under certain circumstances, be called upon to prove the outstanding amount
of the Advances evidenced thereby and (iii) the rights of the Agent and the
Lenders provided for in Section 9.04(b) of the Credit Agreement may be limited
in certain circumstances.

                                        Very truly yours,


                                        3









                     EXHIBIT H - FORM OF OPINION OF COUNSEL
                           TO A DESIGNATED SUBSIDIARY

                                                              ____________, 20__

To each of the Lenders parties
   to the Credit Agreement
   (as defined below),
   and to Citibank, N.A., as Agent
   for said Lenders

Ladies and Gentlemen:

          In my capacity as counsel to _____________________ ("Designated
Subsidiary"), I have reviewed that certain 364-Day Credit Agreement dated as of
November 26, 2003 among Honeywell International Inc., the Lenders named therein,
and Citibank, N.A., as Agent for such Lenders (the "Credit Agreement"). In
connection therewith, I have also examined the following documents:

          (i) The Designation Letter (as defined in the Credit Agreement)
     executed by the Designated Subsidiary.

          [such other documents as counsel may wish to refer to]

          I have also reviewed such matters of law and examined the original,
certified, conformed or photographic copies of such other documents, records,
agreements and certificates as I have considered relevant hereto.

          Except as expressly specified herein all terms used herein and defined
in the Credit Agreement shall have the respective meanings ascribed to them in
the Credit Agreement.

          Based upon the foregoing, I am of the opinion that:

          1. The Designated Subsidiary (a) is a corporation duly incorporated,
     validly existing and in good standing under the laws of __________________,
     (b) is duly qualified in each other jurisdiction in which it owns or leases
     property or in which the conduct of its business requires it to so qualify
     or be licensed and (c) has all requisite corporate power and authority to
     own or lease and operate its properties and to carry on its business as now
     conducted and as proposed to be conducted.

          2. The execution, delivery and performance by the Designated
     Subsidiary of its Designation Letter, the Credit Agreement and its Notes,
     and the consummation of the transactions contemplated thereby, are within
     the Designated Subsidiary's corporate powers, have been duly authorized by
     all necessary corporate action, and do not and will not cause or constitute
     a violation of any provision of law or regulation or any material









     order, writ, judgment, decree, determination or award or any provision of
     the charter or by-laws or other constituent documents of the Designated
     Subsidiary or result in the breach of, or constitute a default or require
     any consent under, or result in the creation of any lien, charge or
     encumbrance upon any of the properties, revenues, or assets of the
     Designated Subsidiary pursuant to, any material indenture or other
     agreement or instrument to which the Designated Subsidiary is a party or by
     which the Designated Subsidiary or its property may be bound or affected.
     The Designation Letter and each Note of the Designated Subsidiary has been
     duly executed and delivered on behalf of the Designated Subsidiary.

          3. The Credit Agreement and the Designation Letter of the Designated
     Subsidiary are, and each Note of the Designated Subsidiary when delivered
     under the Credit Agreement will be, the legal, valid and binding obligation
     of the Designated Subsidiary enforceable in accordance with their
     respective terms, except as the enforceability thereof may be limited by
     bankruptcy, insolvency, reorganization or moratorium or other similar laws
     relating to the enforcement of creditors' rights generally or by the
     application of general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law), and
     except that I express no opinion as to (i) the subject matter jurisdiction
     of the District Courts of the United States of America to adjudicate any
     controversy relating to the Credit Agreement, the Designation Letter of the
     Designated Subsidiary or the Notes of the Designated Subsidiary or (ii) the
     effect of the law of any jurisdiction (other than the State of New York)
     wherein any Lender or Applicable Lending Office may be located or wherein
     enforcement of the Credit Agreement, the Designation Letter of the
     Designated Subsidiary or the Notes of the Designated Subsidiary may be
     sought which limits rates of interest which may be charged or collected by
     such Lender.

          4. There is no action, suit, investigation, litigation or proceeding
     at law or in equity before any court, governmental agency or arbitration
     now pending or, to the best of my knowledge and belief, Threatened against
     the Designated Subsidiary that is reasonably likely to have a Material
     Adverse Effect or that purports to affect the legality, validity or
     enforceability of the Designation Letter of the Designated Subsidiary, the
     Credit Agreement or any Note of the Designated Subsidiary or the
     consummation of the transactions contemplated thereby.

          5. No authorizations, consents, approvals, licenses, filings or
     registrations by or with any governmental authority or administrative body
     are required for the due execution, delivery and performance by the
     Designated Subsidiary of its Designation Letter, the Credit Agreement or
     the Notes of the Designated Subsidiary except for such authorizations,
     consents, approvals, licenses, filings or registrations as have heretofore
     been made, obtained or affected and are in full force and effect.

          6. The Designated Subsidiary is not an "investment company" within the
     meaning of the Investment Company Act of 1940, as amended.


                                        2









          7. The Designated Subsidiary is not a "holding company" within the
     meaning of the Public Utility Holding Company Act of 1935, as amended.

          In connection with the opinions expressed by me above in paragraph 3,
I wish to point out that (i) provisions of the Credit Agreement which permit the
Agent or any Lender to take action or make determinations may be subject to a
requirement that such action be taken or such determinations be made on a
reasonable basis and in good faith, (ii) a party to whom an advance is owed may,
under certain circumstances, be called upon to prove the outstanding amount of
the Advances evidenced thereby and (iii) the rights of the Agent and the Lenders
provided for in Section 9.04(b) of the Credit Agreement may be limited in
certain circumstances.

                                        Very truly yours,


                                        3









                           EXHIBIT I - FORM OF OPINION
                           OF SHEARMAN & STERLING LLP,
                              COUNSEL TO THE AGENT

                                [S&S LETTERHEAD]

                                                             __________ __, 2003


To the Initial Lenders party to the
   Credit Agreement referred
   to below and to Citibank, N.A.,
   as Agent

Ladies and Gentlemen:

          We have acted as special New York counsel to Citibank, N.A., as Agent,
in connection with the preparation, execution and delivery of the 364-Day Credit
Agreement dated as of November 26, 2003 (the "Credit Agreement"), among
Honeywell International Inc., a Delaware corporation (the "Company"), and each
of you (each a "Lender"). Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.

          In that connection, we have examined a counterpart of the Credit
Agreement executed by the Company, the Revolving Credit Notes executed by the
Company and delivered on the date hereof (for purposes of this opinion letter,
the "Notes") and, to the extent relevant to our opinion expressed below, the
other documents delivered by the Company pursuant to Section 3.01 of the Credit
Agreement.

          In our examination of the Credit Agreement, the Notes and such other
documents, we have assumed, without independent investigation (a) the due
execution and delivery of the Credit Agreement by all parties thereto and of the
Notes by the Company, (b) the genuineness of all signatures, (c) the
authenticity of the originals of the documents submitted to us and (d) the
conformity to originals of any documents submitted to us as copies.

          In addition, we have assumed, without independent investigation, that
(i) the Company is duly organized and validly existing under the laws of the
jurisdiction of its organization and has full power and authority (corporate and
otherwise) to execute, deliver and perform the Credit Agreement and the Notes
and (ii) the execution, delivery and performance by the Company of the Credit
Agreement and the Notes have been duly authorized by all necessary action
(corporate or otherwise) and do not (A) contravene the certificate of
incorporation, bylaws or other constituent documents of the Company, (B)
conflict with or result in the breach of any document or instrument binding on
the Company or (C) violate or require any governmental or regulatory
authorization or other action under any law, rule or regulation applicable to
the Company other than New York law or United States federal law applicable to
borrowers generally or, assuming the correctness of the Company's statements
made as representations and









warranties in Section 4.01(c) of the Credit Agreement, applicable to the
Company. We have also assumed that the Credit Agreement is the legal, valid and
binding obligation of each Lender, enforceable against such Lender in accordance
with its terms.

          Based upon the foregoing examination and assumptions and upon such
other investigation as we have deemed necessary and subject to the
qualifications set forth below, we are of the opinion that the Credit Agreement
and each of the Notes are the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms.

          Our opinion above is subject to the following qualifications:

               (i) Our opinion above is subject to the effect of any applicable
          bankruptcy, insolvency (including, without limitation, all laws
          relating to fraudulent transfers), reorganization, moratorium or
          similar law affecting creditors' rights generally.

               (ii) Our opinion above is also subject to the effect of general
          principles of equity, including (without limitation) concepts of
          materiality, reasonableness, good faith and fair dealing (regardless
          of whether considered in a proceeding in equity or at law).

               (iii) We express no opinion as to the enforceability of the
          indemnification provisions set forth in Section 9.04 of the Credit
          Agreement to the extent enforcement thereof is contrary to public
          policy regarding the exculpation of criminal violations, intentional
          harm and acts of willful or gross negligence or recklessness.

               (iv) We also express no opinion as to the enforceability of the
          provisions of Section 9.15 of the Credit Agreement (concerning
          currency conversion for judgments, and judgments in a currency other
          than that of the primary currency).

               (v) Our opinion above is limited to the law of the State of New
          York and the federal law of the United States of America and we do not
          express any opinion herein concerning any other law. Without limiting
          the generality of the foregoing, we express no opinion as to the
          effect of the law of a jurisdiction other than the State of New York
          wherein any Lender may be located or wherein enforcement of the Credit
          Agreement or any of the Notes may be sought that limits the rates of
          interest legally chargeable or collectible.

          A copy of this opinion letter may be delivered by any of you to any
Person that becomes a Lender in accordance with the provisions of the Credit
Agreement. Any such Lender may rely on the opinion expressed above as if this
opinion letter were addressed and delivered to such Lender on the date hereof.


                                       2









          This opinion letter speaks only as of the date hereof. We expressly
disclaim any responsibility to advise you or any other Lender who is permitted
to rely on the opinion expressed herein as specified in the next preceding
paragraph of any development or circumstance of any kind including any change of
law or fact that may occur after the date of this opinion letter even though
such development, circumstance or change may affect the legal analysis, a legal
conclusion or any other matter set forth in or relating to this opinion letter.
Accordingly, any Lender relying on this opinion letter at any time should seek
advice of its counsel as to the proper application of this opinion letter at
such time.

                                        Very truly yours,


                                       3




                                                                  EXECUTION COPY
                               U.S. $1,300,000,000

                           FIVE YEAR CREDIT AGREEMENT

                          Dated as of November 26, 2003

                                      Among

                          HONEYWELL INTERNATIONAL INC.,

                                  as Borrower,

                                       and

                        THE INITIAL LENDERS NAMED HEREIN,

                               as Initial Lenders,

                                       and

                                 CITIBANK, N.A.,

                             as Administrative Agent

                                       and

                               JPMORGAN CHASE BANK

                              as Syndication Agent

                                       and

                              BANK OF AMERICA, N.A.
                                BARCLAYS BANK PLC
                        DEUTSCHE BANK AG NEW YORK BRANCH
                                       and
                               UBS SECURITIES LLC

                             as Documentation Agents

                                       and

                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                           J.P.MORGAN SECURITIES INC.

                  as Joint Lead Arrangers and Co-Book Managers









                                TABLE OF CONTENTS



                                                                            Page

                                                                           
ARTICLE I

   SECTION 1.01. Certain Defined Terms........................................ 1

   SECTION 1.02. Computation of Time Periods..................................18

   SECTION 1.03. Accounting Terms.............................................18

ARTICLE II

   SECTION 2.01. The Revolving Credit Advances and Letters of Credit..........18

   SECTION 2.02. Making the Revolving Credit Advances.........................19

   SECTION 2.03. The Competitive Bid Advances.................................21

   SECTION 2.04. Issuance of and Drawings and Reimbursement Under
      Letters of Credit.......................................................26

   SECTION 2.05. Fees.........................................................28

   SECTION 2.06. Termination or Reduction of the Commitments..................29

   SECTION 2.07. Repayment of Advances........................................31

   SECTION 2.08. Interest on Revolving Credit Advances........................32

   SECTION 2.09. Interest Rate Determination..................................33

   SECTION 2.10. Prepayments of Revolving Credit Advances.....................34

   SECTION 2.11. Increased Costs..............................................35

   SECTION 2.12. Illegality...................................................36

   SECTION 2.13. Payments and Computations....................................37

   SECTION 2.14. Taxes........................................................38

   SECTION 2.15. Sharing of Payments, Etc.....................................41

   SECTION 2.16. Use of Proceeds..............................................41

   SECTION 2.17. Evidence of Debt.............................................41



                                        i










                                                                           
ARTICLE III

   SECTION 3.01. Conditions Precedent to Effectiveness of Sections
      2.01 and 2.03...........................................................42

   SECTION 3.02. Conditions Precedent to Initial Borrowing....................43

   SECTION 3.03. Initial Loan to Each Designated Subsidiary...................43

   SECTION 3.04. Conditions Precedent to Each Revolving Credit
      Borrowing and Issuance..................................................44

   SECTION 3.05. Conditions Precedent to Each Competitive Bid Borrowing.......45

   SECTION 3.06. Determinations Under Section 3.01............................46

ARTICLE IV

   SECTION 4.01. Representations and Warranties of the Company................46

ARTICLE V

   SECTION 5.01. Affirmative Covenants........................................48

   SECTION 5.02. Negative Covenants...........................................52

ARTICLE VI

   SECTION 6.01. Events of Default............................................53

   SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.....57

ARTICLE VII

   SECTION 7.01. Unconditional Guarantee......................................58

   SECTION 7.02. Guarantee Absolute...........................................59

   SECTION 7.03. Waivers......................................................59

   SECTION 7.04. Remedies.....................................................59

   SECTION 7.05. No Stay......................................................60

   SECTION 7.06. Survival.....................................................60

ARTICLE VIII

   SECTION 8.01. Authorization and Action.....................................60



                                       ii










                                                                           
   SECTION 8.02. Agent's Reliance, Etc........................................61

   SECTION 8.03. Citibank and Affiliates......................................61

   SECTION 8.04. Lender Credit Decision.......................................61

   SECTION 8.05. Indemnification..............................................61

   SECTION 8.06. Successor Agent..............................................62

   SECTION 8.07. Sub-Agent....................................................63

ARTICLE IX

   SECTION 9.01. Amendments, Etc..............................................63

   SECTION 9.02. Notices, Etc.................................................63

   SECTION 9.03. No Waiver; Remedies..........................................65

   SECTION 9.04. Costs and Expenses...........................................65

   SECTION 9.05. Binding Effect...............................................66

   SECTION 9.06. Assignments and Participations...............................66

   SECTION 9.07. Designated Subsidiaries......................................69

   SECTION 9.08. Confidentiality..............................................69

   SECTION 9.09. Mitigation of Yield Protection...............................70

   SECTION 9.10. Governing Law................................................70

   SECTION 9.11. Execution in Counterparts....................................70

   SECTION 9.12. Jurisdiction, Etc............................................71

   SECTION 9.13. Substitution of Currency.....................................71

   SECTION 9.14. Final Agreement..............................................71

   SECTION 9.15. Judgment.....................................................72

   SECTION 9.16. No Liability of the Issuing Banks............................72

   SECTION 9.17. Waiver of Jury Trial.........................................74



                                       iii









SCHEDULES

Schedule I - List of Applicable Lending Offices

Schedule 2.03 - Existing Letters of Credit

Schedule 3.01(b) - Disclosed Litigation

EXHIBITS

Exhibit A-1   -   Form of Revolving Credit Note

Exhibit A-2   -   Form of Competitive Bid Note

Exhibit B-1   -   Form of Notice of Revolving Credit Borrowing

Exhibit B-2   -   Form of Notice of Competitive Bid Borrowing

Exhibit C     -   Form of Assignment and Acceptance

Exhibit D     -   Form of Designation Letter

Exhibit E     -   Form of Acceptance by Process Agent

Exhibit F     -   Form of Opinion of Gail E. Lehman, Assistant General Counsel
                  of the Company

Exhibit G     -   Form of Opinion of Counsel to a Designated Subsidiary

Exhibit H     -   Form of Opinion of Shearman & Sterling LLP, Counsel to the
                  Agent


                                       iv










                           FIVE YEAR CREDIT AGREEMENT

                          Dated as of November 26, 2003

          HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") and initial issuing banks (the "Initial Issuing Banks") listed on the
signature pages hereof, and CITIBANK, N.A. ("Citibank"), as administrative agent
(the "Agent") for the Lenders (as hereinafter defined), JPMORGAN CHASE BANK, as
syndication agent, BANK OF AMERICA, N.A., BARCLAYS BANK PLC, DEUTSCHE BANK AG
NEW YORK BRANCH and UBS SECURITIES LLC, as documentation agents, and CITIGROUP
GLOBAL MARKETS INC. and J.P.MORGAN SECURITIES INC., as joint lead arrangers and
co-book managers, hereby agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01. Certain Defined Terms.

          As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

          "Advance" means a Revolving Credit Advance or a Competitive Bid
     Advance.

          "Affiliate" means, as to any Person, any other Person that, directly
     or indirectly, controls, is controlled by or is under common control with
     such Person or is a director or officer of such Person. For purposes of
     this definition, the term "control" (including the terms "controlling",
     "controlled by" and "under common control with") of a Person means the
     possession, direct or indirect, of the power to direct or cause the
     direction of the management and policies of such Person, whether through
     the ownership of Voting Stock, by contract or otherwise.

          "Agent's Account" means (a) in the case of Advances denominated in
     Dollars, the account of the Agent maintained by the Agent at Citibank at
     its office at 388 Greenwich Street, New York, New York 10013, Account No.
     36852248, Attention: Bank Loan Syndications, (b) in the case of Advances
     denominated in any Foreign Currency, the account of the Sub-Agent
     designated in writing from time to time by the Agent to the Company and the
     Lenders for such purpose and (c) in any such case, such other account of
     the Agent as is designated in writing from time to time by the Agent to the
     Company and the Lenders for such purpose.

          "Alternate Currency" means any lawful currency other than Dollars and
     the Major Currencies that is freely transferrable and convertible into
     Dollars.









          "Applicable Lending Office" means, with respect to each Lender, such
     Lender's Domestic Lending Office in the case of a Base Rate Advance and
     such Lender's Eurocurrency Lending Office in the case of a Eurocurrency
     Rate Advance and, in the case of a Competitive Bid Advance, the office of
     such Lender notified by such Lender to the Agent as its Applicable Lending
     Office with respect to such Competitive Bid Advance.

          "Applicable Letter of Credit Rate" means, as of any date, a percentage
     per annum determined by reference to the Public Debt Rating in effect on
     such date as set forth below:



     -------------------------------------------------------
         Public Debt Rating      Applicable Letter of Credit
            S&P/Moody's                      Rate
     -------------------------------------------------------
                                        
     Level 1
     A+ or A1 or above                     0.230%
     -------------------------------------------------------
     Level 2
     Lower than Level 1 but at
     least A or A2                         0.270%
     -------------------------------------------------------
     Level 3
     Lower than Level 2 but at
     least A- or A3                        0.360%
     -------------------------------------------------------
     Level 4
     Lower than Level 3 but at
     least BBB+ or Baa1                    0.505%
     -------------------------------------------------------
     Level 5
     Lower than Level 4                    0.725%
     -------------------------------------------------------


          "Applicable Margin" means (a) for Base Rate Advances, 0% per annum and
     (b) for Eurocurrency Rate Advances, as of any date, a percentage per annum
     determined by reference to the Public Debt Rating in effect on such date as
     set forth below:



     ------------------------------------------------------
         Public Debt Rating        Applicable Margin for
            S&P/Moody's          Eurocurrency Rate Advances
     ------------------------------------------------------
                                        
     Level 1
     A+ or A1 or above                     0.180%
     ------------------------------------------------------
     Level 2
     Lower than Level 1 but at
     least A or A2                         0.220%
     ------------------------------------------------------
     Level 3
     Lower than Level 2 but at
     least A- or A3                        0.260%
     ------------------------------------------------------
     Level 4
     Lower than Level 3 but at
     least BBB+ or Baa1                    0.380%
     ------------------------------------------------------



                                       2










     ------------------------------------------------------
                                        
     Level 5
     Lower than Level 4                    0.600%
     ------------------------------------------------------


          "Applicable Percentage" means, as of any date, a percentage per annum
     determined by reference to the Public Debt Rating in effect on such date as
     set forth below:



     --------------------------------------
         Public Debt Rating      Applicable
            S&P/Moody's          Percentage
     --------------------------------------
                                 
     Level 1
     A+ or A1 or above              0.070%
     --------------------------------------
     Level 2
     Lower than Level 1 but at
     least A or A2                  0.080%
     --------------------------------------
     Level 3
     Lower than Level 2 but at
     least A- or A3                 0.090%
     --------------------------------------
     Level 4
     Lower than Level 3 but at
     least BBB+ or Baa1             0.120%
     --------------------------------------
     Level 5
     Lower than Level 4             0.150%
     --------------------------------------


          "Applicable Utilization Fee" means, as of any date that the sum of the
     aggregate principal amount of the Advances plus the aggregate Available
     Amount of the Letters of Credit exceeds 50% of the aggregate Revolving
     Credit Commitments, a percentage per annum determined by reference to the
     Public Debt Rating in effect on such date as set forth below:



     -------------------------------------------
         Public Debt Rating        Applicable
             S&P/Moody's         Utilization Fee
     -------------------------------------------
                                   
     Level 1
     A+ or A1 or above                0.050%
     -------------------------------------------
     Level 2
     Lower than Level 1 but at
     least A or A2                    0.050%
     -------------------------------------------
     Level 3
     Lower than Level 2 but at
     least A- or A3                   0.100%
     -------------------------------------------
     Level 4
     Lower than Level 3 but at
     least BBB+ or Baa1               0.125%
     -------------------------------------------
     Level 5
     Lower than Level 4               0.125%
     -------------------------------------------



                                       3









          "Assignment and Acceptance" means an assignment and acceptance entered
     into by a Lender and an Eligible Assignee, and accepted by the Agent, in
     substantially the form of Exhibit C hereto.

          "Available Amount" of any Letter of Credit means, at any time, the
     maximum amount available to be drawn under such Letter of Credit at such
     time (assuming compliance at such time with all conditions to drawing),
     converting all non-Dollar amounts into the Dollar Equivalent thereof at
     such time.

          "Base Rate" means a fluctuating interest rate per annum in effect from
     time to time, which rate per annum shall at all times be equal to the
     highest of:

               (a) the rate of interest announced publicly by Citibank in New
          York, New York, from time to time, as Citibank's base rate;

               (b) the sum (adjusted to the nearest 1/32 of 1% or, if there is
          no nearest 1/32 of 1%, to the next higher 1/32 of 1%) of (i) 1/2 of 1%
          per annum, plus (ii) the rate obtained by dividing (A) the latest
          three-week moving average of secondary market morning offering rates
          in the United States for three-month certificates of deposit of major
          United States money market banks, such three-week moving average
          (adjusted to the basis of a year of 360 days) being determined weekly
          on each Monday (or, if such day is not a Business Day, on the next
          succeeding Business Day) for the three-week period ending on the
          previous Friday by Citibank on the basis of such rates reported by
          certificate of deposit dealers to and published by the Federal Reserve
          Bank of New York or, if such publication shall be suspended or
          terminated, on the basis of quotations for such rates received by
          Citibank from three New York certificate of deposit dealers of
          recognized standing selected by Citibank, by (B) a percentage equal to
          100% minus the average of the daily percentages specified during such
          three-week period by the Board of Governors of the Federal Reserve
          System (or any successor) for determining the maximum reserve
          requirement (including, but not limited to, any emergency,
          supplemental or other marginal reserve requirement) for Citibank with
          respect to liabilities consisting of or including (among other
          liabilities) three-month Dollar non-personal time deposits in the
          United States, plus (iii) the average during such three-week period of
          the annual assessment rates estimated by Citibank for determining the
          then current annual assessment payable by Citibank to the Federal
          Deposit Insurance Corporation (or any successor) for insuring Dollar
          deposits of Citibank in the United States; and

               (c) 1/2 of one percent per annum above the Federal Funds Rate.

          "Base Rate Advance" means a Revolving Credit Advance denominated in
     Dollars that bears interest as provided in Section 2.08(a)(i).

          "Borrower" means the Company or any Designated Subsidiary, as the
     context requires.


                                       4









          "Borrowing" means a Revolving Credit Borrowing or a Competitive Bid
     Borrowing.

          "Business Day" means a day of the year on which banks are not required
     or authorized by law to close in New York City and, if the applicable
     Business Day relates to any Eurocurrency Rate Advance or LIBO Rate Advance,
     on which dealings are carried on in the London interbank market and banks
     are open for business in London and in the country of issue of the currency
     of such Eurocurrency Rate Advance or LIBO Rate Advance (or, in the case of
     an Advance denominated in Euros, on which the Trans-European Automated
     Real-Time Gross Settlement Express Transfer (TARGET) System is open) and,
     if the applicable Business Day relates to any Local Rate Advance, on which
     banks are open for business in the country of issue of the currency of such
     Local Rate Advance.

          "Change of Control" means that (i) any Person or group of Persons
     (within the meaning of Section 13 or 14 of the Securities Exchange Act of
     1934, as amended (the "Act")) (other than the Company, any Subsidiary of
     the Company or any savings, pension or other benefit plan for the benefit
     of employees of the Company or its Subsidiaries) which theretofore
     beneficially owned less than 30% of the Voting Stock of the Company then
     outstanding shall have acquired beneficial ownership (within the meaning of
     Rule 13d-3 promulgated by the Securities and Exchange Commission under the
     Act) of 30% or more in voting power of the outstanding Voting Stock of the
     Company or (ii) during any period of twelve consecutive calendar months
     commencing at the Effective Date, individuals who at the beginning of such
     twelve-month period were directors of the Company shall cease to constitute
     a majority of the Board of Directors of the Company.

          "Commitment" means a Revolving Credit Commitment or a Letter of Credit
     Commitment.

          "Competitive Bid Advance" means an advance by a Lender to any Borrower
     as part of a Competitive Bid Borrowing resulting from the competitive
     bidding procedure described in Section 2.03 and refers to a Fixed Rate
     Advance, a LIBO Rate Advance or a Local Rate Advance (each of which shall
     be a "Type" of Competitive Bid Advance).

          "Competitive Bid Borrowing" means a borrowing consisting of
     simultaneous Competitive Bid Advances from each of the Lenders whose offer
     to make one or more Competitive Bid Advances as part of such borrowing has
     been accepted under the competitive bidding procedure described in Section
     2.03.

          "Competitive Bid Note" means a promissory note of any Borrower payable
     to the order of any Lender, in substantially the form of Exhibit A-2
     hereto, evidencing the indebtedness of such Borrower to such Lender
     resulting from a Competitive Bid Advance made by such Lender to such
     Borrower.

          "Consolidated" refers to the consolidation of accounts in accordance
     with GAAP.

          "Consolidated Subsidiary" means, at any time, any Subsidiary the
     accounts of which are required at that time to be included on a
     Consolidated basis in the Consolidated


                                       5









     financial statements of the Company, assuming that such financial
     statements are prepared in accordance with GAAP.

          "Convert", "Conversion" and "Converted" each refers to a conversion of
     Revolving Credit Advances of one Type into Revolving Credit Advances of the
     other Type pursuant to Section 2.09 or 2.12.

          "Debt" means, with respect to any Person: (i) indebtedness of such
     Person, which is not limited as to recourse to such Person, for borrowed
     money (whether by loan or the issuance and sale of debt securities) or for
     the deferred (for 90 days or more) purchase or acquisition price of
     property or services; (ii) indebtedness or obligations of others which such
     Person has assumed or guaranteed; (iii) indebtedness or obligations of
     others secured by a lien, charge or encumbrance on property of such Person
     whether or not such Person shall have assumed such indebtedness or
     obligations; (iv) obligations of such Person in respect of letters of
     credit (other than performance letters of credit, except to the extent
     backing an obligation of any Person which would be Debt of such Person),
     acceptance facilities, or drafts or similar instruments issued or accepted
     by banks and other financial institutions for the account of such Person;
     and (v) obligations of such Person under leases which are required to be
     capitalized on a balance sheet of such Person in accordance with GAAP.

          "Default" means any Event of Default or any event that would
     constitute an Event of Default but for the requirement that notice be given
     or time elapse or both.

          "Designated Subsidiary" means any corporate Subsidiary of the Company
     designated for borrowing privileges under this Agreement pursuant to
     Section 9.07.

          "Designation Letter" means, with respect to any Designated Subsidiary,
     a letter in the form of Exhibit D hereto signed by such Designated
     Subsidiary and the Company.

          "Disclosed Litigation" has the meaning specified in Section 3.01(b).

          "Dollars" and the "$" sign each mean lawful money of the United States
     of America.

          "Domestic Lending Office" means, with respect to any Initial Lender,
     the office of such Lender specified as its "Domestic Lending Office"
     opposite its name on Schedule I hereto and, with respect to any other
     Lender, the office of such Lender specified as its "Domestic Lending
     Office" in the Assignment and Acceptance pursuant to which it became a
     Lender, or such other office of such Lender as such Lender may from time to
     time specify to the Company and the Agent.

          "Domestic Subsidiary" means any Subsidiary whose operations are
     conducted primarily in the United States excluding any Subsidiary whose
     assets consist primarily of the stock of Subsidiaries whose operations are
     conducted outside the United States of America.

          "Effective Date" has the meaning specified in Section 3.01.


                                       6









          "Eligible Assignee" means (a) with respect to the Revolving Credit
     Facility (i) a Lender; (ii) an Affiliate of a Lender; (iii) a commercial
     bank organized under the laws of the United States, or any State thereof,
     and having total assets in excess of $10,000,000,000; (iv) a savings and
     loan association or savings bank organized under the laws of the United
     States, or any State thereof, and having a net worth of at least
     $500,000,000, calculated in accordance with GAAP; (v) a commercial bank
     organized under the laws of any other country that is a member of the
     Organization for Economic Cooperation and Development or has concluded
     special lending arrangements with the International Monetary Fund
     associated with its General Arrangements to Borrow, or a political
     subdivision of any such country, and having total assets in excess of
     $10,000,000,000, so long as such bank is acting through a branch or agency
     located in the country in which it is organized or another country that is
     described in this clause (v); and (vi) the central bank of any country that
     is a member of the Organization for Economic Cooperation and Development
     and (b) with respect to the Letter of Credit Facility, a Person that is an
     Eligible Assignee under subclause (iii) or (v) of clause (a) of this
     definition and is approved by the Agent and, unless a Default has occurred
     and is continuing at the time any assignment is effected pursuant to
     Section 8.07, the Borrower, such approval not to be unreasonably withheld
     or delayed, provided, however, that neither the Borrower nor any Affiliate
     of the Borrower shall qualify as an Eligible Assignee under this
     definition.

          "Environmental Action" means any action, suit, demand, demand letter,
     claim, notice of non-compliance or violation, notice of liability or
     potential liability, investigation, proceeding, consent order or consent
     agreement relating in any way to any Environmental Law, Environmental
     Permit or Hazardous Materials or arising from alleged injury or threat of
     injury to health, safety or the environment, including, without limitation,
     (a) by any governmental or regulatory authority for enforcement, cleanup,
     removal, response, remedial or other actions or damages and (b) by any
     governmental or regulatory authority or any third party for damages,
     contribution, indemnification, cost recovery, compensation or injunctive
     relief.

          "Environmental Law" means any federal, state, local or foreign
     statute, law, ordinance, rule, regulation, code, order, judgment, decree or
     judicial or agency interpretation, policy or guidance relating to pollution
     or protection of the environment, health, safety or natural resources,
     including, without limitation, those relating to the use, handling,
     transportation, treatment, storage, disposal, release or discharge of
     Hazardous Materials.

          "Environmental Permit" means any permit, approval, identification
     number, license or other authorization required under any Environmental
     Law.

          "Equivalent" in Dollars of any Foreign Currency on any date means the
     equivalent in Dollars of such Foreign Currency determined by using the
     quoted spot rate at which the Sub-Agent's principal office in London offers
     to exchange Dollars for such Foreign Currency in London prior to 4:00 P.M.
     (London time) (unless otherwise indicated by the terms of this Agreement)
     on such date as is required pursuant to the terms of this Agreement, and
     the "Equivalent" in any Foreign Currency of Dollars means


                                       7









     the equivalent in such Foreign Currency of Dollars determined by using the
     quoted spot rate at which the Sub-Agent's principal office in London offers
     to exchange such Foreign Currency for Dollars in London prior to 4:00 P.M.
     (London time) (unless otherwise indicated by the terms of this Agreement)
     on such date as is required pursuant to the terms of this Agreement.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "ERISA Affiliate" of any Person means any other Person that for
     purposes of Title IV of ERISA is a member of such Person's controlled
     group, or under common control with such Person, within the meaning of
     Section 414 of the Internal Revenue Code.

          "ERISA Event" with respect to any Person means (a) (i) the occurrence
     of a reportable event, within the meaning of Section 4043 of ERISA, with
     respect to any Plan of such Person or any of its ERISA Affiliates unless
     the 30-day notice requirement with respect to such event has been waived by
     the PBGC, or (ii) an event described in paragraph (9), (10), (11), (12) or
     (13) of Section 4043(c) of ERISA is reasonably expected to occur with
     respect to a Plan of such Person or any of its ERISA Affiliates within the
     following 30 days, and the contributing sponsor, as defined in Section
     4001(a)(13) of ERISA, of such Plan is required under Section 4043(b)(3) of
     ERISA (taking into account Section 4043(b)(2) of ERISA) to notify the PBGC
     that the event is about to occur; (b) the application for a minimum funding
     waiver with respect to a Plan of such Person or any of its ERISA
     Affiliates; (c) the provision by the administrator of any Plan of such
     Person or any of its ERISA Affiliates of a notice of intent to terminate
     such Plan in a distress termination pursuant to Section 4041(a)(2) of ERISA
     (including any such notice with respect to a plan amendment referred to in
     Section 4041(e) of ERISA); (d) the cessation of operations at a facility of
     such Person or any of its ERISA Affiliates in the circumstances described
     in Section 4062(e) of ERISA; (e) the withdrawal by such Person or any of
     its ERISA Affiliates from a Multiple Employer Plan during a plan year for
     which it was a substantial employer, as defined in Section 4001(a)(2) of
     ERISA; (f) the conditions for the imposition of a lien under Section 302(f)
     of ERISA shall have been met with respect to any Plan of such Person or any
     of its ERISA Affiliates; (g) the adoption of an amendment to a Plan of such
     Person or any of its ERISA Affiliates requiring the provision of security
     to such Plan pursuant to Section 307 of ERISA; or (h) the institution by
     the PBGC of proceedings to terminate a Plan of such Person or any of its
     ERISA Affiliates pursuant to Section 4042 of ERISA, or the occurrence of
     any event or condition described in Section 4042 of ERISA that constitutes
     grounds for the termination of, or the appointment of a trustee to
     administer, such Plan.

          "Escrow" means an escrow established with an independent escrow agent
     pursuant to an escrow agreement reasonably satisfactory in form and
     substance to the Person or Persons asserting the obligation of one or more
     Borrowers to make a payment to it or them hereunder.


                                       8









          "EURIBO Rate" means, for any Interest Period for each Eurocurrency
     Rate Advance comprising part of the same Borrowing, the rate per annum
     appearing on Page 248 of the Moneyline Telerate Service (or on any
     successor or substitute page of such Service, or any successor to or
     substitute for such Service, providing rate quotations comparable to those
     currently provided on such page of such Service, as determined by the Agent
     from time to time for purposes of providing quotations of interest rates
     applicable to deposits in Euro by reference to the Banking Federation of
     the European Union Settlement Rates for deposits in Euro) at approximately
     10:00 a.m., London time, two Business Days prior to the commencement of
     such Interest Period, as the rate for deposits in Euros with a maturity
     comparable to such Interest Period or, if for any reason such rate is not
     available, the average (rounded upward to the nearest whole multiple of
     1/16 of 1% per annum, if such average is not such a multiple) of the
     respective rates per annum at which deposits in Euros are offered by the
     principal office of each of the Reference Banks in London, England to prime
     banks in the London interbank market at 11:00 A.M. (London time) two
     Business Days before the first day of such Interest Period in an amount
     substantially equal to such Reference Bank's Eurocurrency Rate Advance
     comprising part of such Borrowing to be outstanding during such Interest
     Period and for a period equal to such Interest Period (subject, however, to
     the provisions of Section 2.08).

          "Euro" means the lawful currency of the European Union as constituted
     by the Treaty of Rome which established the European Community, as such
     treaty may be amended from time to time and as referred to in the EMU
     legislation.

          "Eurocurrency Lending Office" means, with respect to any Initial
     Lender, the office of such Lender specified as its "Eurocurrency Lending
     Office" opposite its name on Schedule I hereto and, with respect to any
     other Lender, the office of such Lender specified as its "Eurocurrency
     Lending Office" in the Assignment and Acceptance pursuant to which it
     became a Lender (or, if no such office is specified, its Domestic Lending
     Office), or such other office of such Lender as such Lender may from time
     to time specify to the Company and the Agent.

          "Eurocurrency Liabilities" has the meaning assigned to that term in
     Regulation D of the Board of Governors of the Federal Reserve System, as in
     effect from time to time.

          "Eurocurrency Rate" means, for any Interest Period for each
     Eurocurrency Rate Advance comprising part of the same Revolving Credit
     Borrowing, an interest rate per annum equal to the rate per annum obtained
     by dividing (a) (i) in the case of any Advance denominated in Dollars or
     any Major Currency other than Euros, the rate per annum (rounded upwards,
     if necessary, to the nearest 1/100 of 1%) appearing on the applicable
     Telerate Page as the London interbank offered rate for deposits in Dollars
     or in the relevant Major Currency at approximately 11:00 A.M. (London time)
     two Business Days prior to the first day of such Interest Period for a term
     comparable to such Interest Period or, if for any reason such rate is not
     available, the average (rounded upward to the nearest whole multiple of
     1/32 of 1% per annum, if such average is not such a multiple) of the rate
     per annum at which deposits in Dollars or in the relevant Major Currency
     are offered by the principal office of each of the Reference Banks in
     London, England to


                                       9









     prime banks in the London interbank market at 11:00 A.M. (London time) two
     Business Days before the first day of such Interest Period in an amount
     substantially equal to such Reference Bank's Eurocurrency Rate Advance
     comprising part of such Revolving Credit Borrowing to be outstanding during
     such Interest Period and for a period equal to such Interest Period or,
     (ii) in the case of any Advance denominated in Euros, the EURIBO Rate by
     (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve
     Percentage for such Interest Period. If the Telerate Page is unavailable,
     the Eurocurrency Rate for any Interest Period for each Eurocurrency Rate
     Advance comprising part of the same Revolving Credit Borrowing shall be
     determined by the Agent on the basis of applicable rates furnished to and
     received by the Agent from the Reference Banks two Business Days before the
     first day of such Interest Period, subject, however, to the provisions of
     Section 2.09.

          "Eurocurrency Rate Advance" means a Revolving Credit Advance
     denominated in Dollars or in a Major Currency that bears interest as
     provided in Section 2.08(a)(ii).

          "Eurocurrency Rate Reserve Percentage" for any Interest Period for all
     Eurocurrency Rate Advances or LIBO Rate Advances comprising part of the
     same Borrowing means the reserve percentage applicable two Business Days
     before the first day of such Interest Period under regulations issued from
     time to time by the Board of Governors of the Federal Reserve System (or
     any successor) for determining the maximum reserve requirement (including,
     without limitation, any emergency, supplemental or other marginal reserve
     requirement) for a member bank of the Federal Reserve System in New York
     City with respect to liabilities or assets consisting of or including
     Eurocurrency Liabilities (or with respect to any other category of
     liabilities that includes deposits by reference to which the interest rate
     on Eurocurrency Rate Advances or LIBO Rate Advances is determined) having a
     term equal to such Interest Period.

          "Events of Default" has the meaning specified in Section 6.01.

          "Facility" means the Revolving Credit Facility or the Letter of Credit
     Facility.

          "Federal Funds Rate" means, for any period, a fluctuating interest
     rate per annum equal for each day during such period to the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or, if
     such rate is not so published for any day that is a Business Day, the
     average of the quotations for such day on such transactions received by the
     Agent from three Federal funds brokers of recognized standing selected by
     it.

          "Fixed Rate Advance" has the meaning specified in Section 2.03(a)(i),
     which Advance shall be denominated in Dollars or in any Foreign Currency.

          "Foreign Currency" means any Major Currency or any Alternate Currency.

          "GAAP" has the meaning specified in Section 1.03.


                                       10









          "Hazardous Materials" means (a) petroleum and petroleum products,
     byproducts or breakdown products, radioactive materials,
     asbestos-containing materials, polychlorinated biphenyls and radon gas and
     (b) any other chemicals, materials or substances designated, classified or
     regulated as hazardous or toxic or as a pollutant or contaminant under any
     Environmental Law.

          "Insufficiency" means, with respect to any Plan, the amount, if any,
     of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
     ERISA.

          "Interest Period" means, for each Eurocurrency Rate Advance comprising
     part of the same Revolving Credit Borrowing and each LIBO Rate Advance
     comprising part of the same Competitive Bid Borrowing, the period
     commencing on the date of such Eurocurrency Rate Advance or LIBO Rate
     Advance or the date of the Conversion of any Base Rate Advance into such
     Eurocurrency Rate Advance and ending on the last day of the period selected
     by the Borrower requesting such Borrowing pursuant to the provisions below
     and, thereafter, with respect to Eurocurrency Rate Advances, each
     subsequent period commencing on the last day of the immediately preceding
     Interest Period and ending on the last day of the period selected by such
     Borrower pursuant to the provisions below. The duration of each such
     Interest Period shall be one, two, three or six months and, if available to
     all Lenders, nine months, as the Borrower requesting the Borrowing may,
     upon notice received by the Agent not later than 11:00 A.M. (New York City
     time) on the third Business Day prior to the first day of such Interest
     Period, select; provided, however, that:

               (i) such Borrower may not select any Interest Period that ends
          after the scheduled Termination Date;

               (ii) Interest Periods commencing on the same date for
          Eurocurrency Rate Advances comprising part of the same Revolving
          Credit Borrowing or for LIBO Rate Advances comprising part of the same
          Competitive Bid Borrowing shall be of the same duration;

               (iii) whenever the last day of any Interest Period would
          otherwise occur on a day other than a Business Day, the last day of
          such Interest Period shall be extended to occur on the next succeeding
          Business Day, provided, however, that, if such extension would cause
          the last day of such Interest Period to occur in the next following
          calendar month, the last day of such Interest Period shall occur on
          the next preceding Business Day; and

               (iv) whenever the first day of any Interest Period occurs on a
          day of an initial calendar month for which there is no numerically
          corresponding day in the calendar month that succeeds such initial
          calendar month by the number of months equal to the number of months
          in such Interest Period, such Interest Period shall end on the last
          Business Day of such succeeding calendar month.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.


                                       11









          "Issuing Bank" means an Initial Issuing Bank or any Eligible Assignee
     to which a portion of the Letter of Credit Commitment hereunder has been
     assigned pursuant to Section 9.06 so long as such Eligible Assignee
     expressly agrees to perform in accordance with their terms all of the
     obligations that by the terms of this Agreement are required to be
     performed by it as an Issuing Bank and notifies the Agent of its Applicable
     Lending Office (which information shall be recorded by the Agent in the
     Register), for so long as the Initial Issuing Bank or Eligible Assignee, as
     the case may be, shall have a Letter of Credit Commitment.

          "L/C Cash Deposit Account" means an interest bearing cash deposit
     account to be established and maintained by the Agent, over which the Agent
     shall have sole dominion and control, upon terms as may be satisfactory to
     the Agent.

          "L/C Related Documents" has the meaning specified in Section
     2.07(b)(i).

          "Lenders" means, collectively, (i) Initial Lenders, (ii) the Issuing
     Banks and (iii) each Eligible Assignee that shall become a party hereto
     pursuant to Section 9.06(a), (b) and (c).

          "Letter of Credit" has the meaning specified in Section 2.01(b).

          "Letter of Credit Application" has the meaning specified in Section
     2.04(a).

          "Letter of Credit Commitment" means, with respect to each Issuing
     Bank, the obligation of such Issuing Bank to issue Letters of Credit to any
     Borrower in (a) the amount set forth opposite the Issuing Bank's name on
     the signature pages hereto under the caption "Letter of Credit Commitment"
     or (b) if such Issuing Bank has entered into one or more Assignment and
     Acceptances, the amount set forth for such Issuing Bank in the Register
     maintained by the Agent pursuant to Section 9.06(d) as such Issuing Bank's
     "Letter of Credit Commitment", in each case as such amount may be reduced
     prior to such time pursuant to Section 2.06.

          "Letter of Credit Facility" means, at any time, an amount equal to the
     least of (a) the aggregate amount of the Issuing Banks' Letter of Credit
     Commitments at such time, (b) $300,000,000 and (c) the aggregate amount of
     the Revolving Credit Commitments, as such amount may be reduced at or prior
     to such time pursuant to Section 2.06.

          "LIBO Rate" means, for any Interest Period for all LIBO Rate Advances
     comprising part of the same Competitive Bid Borrowing, an interest rate per
     annum equal to the rate per annum obtained by dividing (a) (i) in the case
     of any Advance denominated in Dollars or any Foreign Currency other than
     Euro, the rate per annum (rounded upwards, if necessary, to the nearest
     1/100 of 1%) appearing on the applicable Telerate Page as the London
     interbank offered rate for deposits in Dollars or in the relevant Foreign
     Currency at approximately 11:00 A.M. (London time) two Business Days prior
     to the first day of such Interest Period or, if for any reason such rate is
     not available, the average (rounded upward to the nearest whole multiple of
     1/32 of 1% per annum, if such average is not such a multiple) of the rate
     per annum at which deposits in Dollars or in the relevant Foreign Currency
     are offered by the principal office of each of


                                       12









     the Reference Banks in London, England to prime banks in the London
     interbank market at 11:00 A.M. (London time) two Business Days before the
     first day of such Interest Period in an amount substantially equal to the
     amount that would be the Reference Banks' respective ratable shares of such
     Borrowing if such Borrowing were to be a Revolving Credit Borrowing to be
     outstanding during such Interest Period and for a period equal to such
     Interest Period or, (ii) in the case of any Advance denominated in Euros,
     the EURIBO Rate by (b) a percentage equal to 100% minus the Eurocurrency
     Rate Reserve Percentage for such Interest Period. If the Telerate Page is
     unavailable, the LIBO Rate for any Interest Period for each LIBO Rate
     Advance comprising part of the same Competitive Bid Borrowing shall be
     determined by the Agent on the basis of applicable rates furnished to and
     received by the Agent from the Reference Banks two Business Days before the
     first day of such Interest Period, subject, however, to the provisions of
     Section 2.09.

          "LIBO Rate Advance" means a Competitive Bid Advance denominated in
     Dollars or in any Foreign Currency and bearing interest based on the LIBO
     Rate.

          "Lien" means any lien, mortgage, pledge, security interest or other
     charge or encumbrance of any kind.

          "Local Rate Advance" means a Competitive Bid Advance denominated in
     any Foreign Currency sourced from the jurisdiction of issuance of such
     Foreign Currency and bearing interest at a fixed rate.

          "Major Currencies" means lawful currency of the United Kingdom of
     Great Britain and Northern Ireland, lawful currency of Japan and Euros.

          "Majority Lenders" means at any time Lenders holding at least 51% of
     the then aggregate principal amount (based on the Equivalent in Dollars at
     such time) of the Revolving Credit Advances owing to Lenders, or, if no
     such principal amount is then outstanding, Lenders having at least 51% of
     the Revolving Credit Commitments.

          "Material Adverse Change" means any material adverse change in the
     financial condition or results of operations of the Company and its
     Consolidated Subsidiaries taken as a whole.

          "Material Adverse Effect" means a material adverse effect on (a) the
     financial condition or results of operations of the Company and its
     Consolidated Subsidiaries taken as a whole, (b) the rights and remedies of
     the Agent or any Lender under this Agreement or any Note or (c) the ability
     of the Borrowers to perform their obligations under this Agreement or any
     Note.

          "Moody's" means Moody's Investors Service, Inc.

          "Multiemployer Plan" of any Person means a multiemployer plan, as
     defined in Section 4001(a)(3) of ERISA, to which such Person or any of its
     ERISA Affiliates is making or accruing an obligation to make contributions,
     or has within any of the preceding five plan years made or accrued an
     obligation to make contributions.


                                       13









          "Multiple Employer Plan" of any Person means a single employer plan,
     as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
     employees of such Person or any of its ERISA Affiliates and at least one
     Person other than such Person or any of its ERISA Affiliates or (b) was so
     maintained and in respect of which such Person or any of its ERISA
     Affiliates could have liability under Section 4064 or 4069 of ERISA in the
     event such plan has been or were to be terminated.

          "Net Tangible Assets of the Company and its Consolidated
     Subsidiaries", as at any particular date of determination, means the total
     amount of assets (less applicable reserves and other properly deductible
     items) after deducting therefrom (a) all current liabilities (excluding any
     thereof which are by their terms extendible or renewable at the option of
     the obligor thereon to a time more than 12 months after the time as of
     which the amount thereof is being computed) and (b) all goodwill, trade
     names, trademarks, patents, unamortized debt discount and expense and other
     like intangible assets, as set forth in the most recent balance sheet of
     the Company and its Consolidated Subsidiaries and computed in accordance
     with GAAP.

          "Note" means a Revolving Credit Note or a Competitive Bid Note.

          "Notice of Competitive Bid Borrowing" has the meaning specified in
     Section 2.03(a).

          "Notice of Issuance" has the meaning specified in Section 2.04(a).

          "Notice of Revolving Credit Borrowing" has the meaning specified in
     Section 2.02(a).

          "Obligations" has the meaning specified in Section 7.01(b).

          "Payment Office" means, for any Foreign Currency, such office of
     Citibank as shall be from time to time selected by the Agent and notified
     by the Agent to the Borrowers and the Lenders.

          "PBGC" means the Pension Benefit Guaranty Corporation (or any
     successor).

          "Person" means an individual, partnership, corporation (including a
     business trust), joint stock company, trust, unincorporated association,
     joint venture, limited liability company or other entity, or a government
     or any political subdivision or agency thereof.

          "Plan" means a Single Employer Plan or a Multiple Employer Plan.

          "Process Agent" has the meaning specified in Section 9.12(a).

          "Public Debt Rating" means, as of any date, the highest rating that
     has been most recently announced by either S&P or Moody's, as the case may
     be, for any class of non-credit enhanced long-term senior unsecured debt
     issued by the Company. For purposes of the foregoing, (a) if only one of
     S&P and Moody's shall have in effect a Public Debt


                                       14









     Rating, the Applicable Letter of Credit Rate, the Applicable Margin, the
     Applicable Utilization Fee and the Applicable Percentage shall be
     determined by reference to the available rating; (b) if neither S&P nor
     Moody's shall have in effect a Public Debt Rating, the Applicable Margin,
     the Applicable Utilization Fee and the Applicable Percentage will be set in
     accordance with Level 5 under the definition of "Applicable Letter of
     Credit Rate", "Applicable Margin", "Applicable Utilization Fee" or
     "Applicable Percentage", as the case may be; (c) if the ratings established
     by S&P and Moody's shall fall within different levels, the Applicable
     Letter of Credit Rate, the Applicable Margin, the Applicable Utilization
     Fee and the Applicable Percentage shall be based upon the higher rating,
     provided that if the lower of such ratings is more than one level below the
     higher of such ratings, the Applicable Letter of Credit Rate, the
     Applicable Margin, the Applicable Utilization Fee and the Applicable
     Percentage shall be determined by reference to the level that is one level
     above such lower rating; (d) if any rating established by S&P or Moody's
     shall be changed, such change shall be effective as of the date on which
     such change is first announced publicly by the rating agency making such
     change; and (e) if S&P or Moody's shall change the basis on which ratings
     are established, each reference to the Public Debt Rating announced by S&P
     or Moody's, as the case may be, shall refer to the then equivalent rating
     by S&P or Moody's, as the case may be.

          "Ratable Share" of any amount means, with respect to any Lender at any
     time, the product of (a) a fraction the numerator of which is the amount of
     such Lender's Revolving Credit Commitment at such time and the denominator
     of which is the aggregate Revolving Credit Commitments at such time and (b)
     such amount.

          "Rating Condition" has the meaning specified in Section 2.06(c)(ii).

          "Rating Condition Notice" has the meaning specified in Section
     2.06(c)(ii).

          "Reference Banks" means Citibank, Bank of America, N.A., JPMorgan
     Chase Bank and Deutsche Bank AG New York Branch.

          "Register" has the meaning specified in Section 9.06(d).

          "Restricted Property" means (a) any property of the Company located
     within the United States of America that, in the opinion of the Company's
     Board of Directors, is a principal manufacturing property or (b) any shares
     of capital stock or Debt of any Subsidiary owning any such property.

          "Revolving Credit Advance" means an advance by a Lender to any
     Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
     Advance or a Eurocurrency Rate Advance (each of which shall be a "Type" of
     Revolving Credit Advance).

          "Revolving Credit Borrowing" means a borrowing consisting of
     simultaneous Revolving Credit Advances of the same Type made by each of the
     Lenders pursuant to Section 2.01.


                                       15









          "Revolving Credit Commitment" means as to any Lender (i) the Dollar
     amount set forth opposite its name on the signature pages hereof under the
     caption "Revolving Credit Commitment" or (ii) if such Lender has entered
     into any Assignment and Acceptance, the Dollar amount set forth for such
     Lender in the Register maintained by the Administrative Agent pursuant to
     Section 9.06(d) as such Lender's Revolving Credit Commitment, in each case
     as the same may be terminated or reduced, as the case may be, pursuant to
     Section 2.06.

          "Revolving Credit Facility" means, at any time, the aggregate amount
     of the Revolving Credit Commitments, as such amount may be reduced at or
     prior to such time pursuant to Section 2.06.

          "Revolving Credit Note" means a promissory note of any Borrower
     payable to the order of any Lender, delivered pursuant to a request made
     under Section 2.17 in substantially the form of Exhibit A-1 hereto,
     evidencing the aggregate indebtedness of such Borrower to such Lender
     resulting from the Revolving Credit Advances made by such Lender to such
     Borrower.

          "Sale and Leaseback Transaction" means any arrangement with any Person
     (other than the Company or a Subsidiary of the Company), or to which any
     such Person is a party, providing for the leasing to the Company or to a
     Subsidiary of the Company owning Restricted Property for a period of more
     than three years of any Restricted Property that has been or is to be sold
     or transferred by the Company or such Subsidiary to such Person, or to any
     other Person (other than the Company or a Subsidiary of the Company) to
     which funds have been or are to be advanced by such Person on the security
     of the leased property. It is understood that arrangements pursuant to
     Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, or any
     successor provision having similar effect, are not included within this
     definition of "Sale and Leaseback Transaction".

          "Single Employer Plan" of any Person means a single employer plan, as
     defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
     employees of such Person or any of its ERISA Affiliates and no Person other
     than such Person and its ERISA Affiliates or (b) was so maintained and in
     respect of which such Person or any of its ERISA Affiliates could have
     liability under Section 4069 of ERISA in the event such plan has been or
     were to be terminated.

          "S&P" means Standard & Poor's Ratings Group, a division of The McGraw
     Hill Companies, Inc.

          "Sub-Agent" means Citibank International plc.

          "Subsidiary" of any Person means any corporation, partnership, joint
     venture, limited liability company, trust or estate of which (or in which)
     more than 50% of (a) the issued and outstanding capital stock having
     ordinary voting power to elect a majority of the Board of Directors of such
     corporation (irrespective of whether at the time capital stock of any other
     class or classes of such corporation shall or might have voting power


                                       16









     upon the occurrence of any contingency), (b) the interest in the capital or
     profits of such limited liability company, partnership or joint venture or
     (c) the beneficial interest in such trust or estate is at the time directly
     or indirectly owned or controlled by such Person, by such Person and one or
     more of its other Subsidiaries or by one or more of such Person's other
     Subsidiaries.

          "Telerate Page" means, as applicable, page 3740 or 3750 (or any
     successor pages, respectively) of Moneyline Telerate Service.

          "Termination Date" means the earlier of (a) November 26, 2008 and (b)
     the date of termination in whole of the Commitments pursuant to Section
     2.06(a) or Section 6.01 or, if all Lenders elect to terminate their
     Commitments as provided therein, Section 2.06(d).

          "Threatened" means, with respect to any action, suit, investigation,
     litigation or proceeding, a written communication to the Company or a
     Designated Subsidiary, as the case may be, expressing an intention to
     immediately bring such action, suit, investigation, litigation or
     proceeding.

          "Unissued Letter of Credit Commitment" means, with respect to any
     Issuing Bank, the obligation of such Issuing Bank to issue Letters of
     Credit to any Borrower in an amount (converting all non-Dollar amounts into
     the then Dollar Equivalent thereof) equal to the excess of (a) the amount
     of its Letter of Credit Commitment over (b) the aggregate Available Amount
     of all Letters of Credit issued by such Issuing Bank.

          "Unused Commitment" means, with respect to each Lender at any time,
     (a) the amount of such Lender's Revolving Credit Commitment at such time
     minus (b) the sum of (i) the aggregate principal amount of all Revolving
     Credit Advances (based in respect of any Advances denominated in a Major
     Currency on the Equivalent in Dollars at such time) made by such Lender (in
     its capacity as a Lender) and outstanding at such time, plus (ii) such
     Lender's Ratable Share of (A) the aggregate principal amount of the
     Competitive Bid Advances (based in respect of any Advances denominated in a
     Foreign Currency on the Equivalent in Dollars at such time) and (B) the
     aggregate Available Amount of all the Letters of Credit outstanding at such
     time (based in respect of any Letters of Credit denominated in a Major
     Currency on the Equivalent in Dollars at such time).

          "Voting Stock" means capital stock issued by a corporation, or
     equivalent interests in any other Person, the holders of which are
     ordinarily, in the absence of contingencies, entitled to vote for the
     election of directors (or persons performing similar functions) of such
     Person, even if the right so to vote has been suspended by the happening of
     such a contingency.

          "Withdrawal Liability" has the meaning specified in Part I of Subtitle
     E of Title IV of ERISA.

          SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a


                                       17









specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each mean "to but excluding".

          SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed, and all financial computations and
determinations pursuant hereto shall be made, in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(e) ("GAAP"); provided,
however, that, if any changes in accounting principles from those used in the
preparation of such financial statements have been required by the rules,
regulations, pronouncements or opinions of the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) and have been adopted by the Company
with the agreement of its independent certified public accountants, the Lenders
agree to consider a request by the Company to amend this Agreement to take
account of such changes.

                                   ARTICLE II

             AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

          SECTION 2.01. The Revolving Credit Advances and Letters of Credit. (a)
Revolving Credit Advances. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Revolving Credit Advances to any
Borrower from time to time on any Business Day during the period from the
Effective Date until the Termination Date in an aggregate amount (based in
respect of any Revolving Credit Advance denominated in a Major Currency on the
Equivalent in Dollars determined on the date of delivery of the applicable
Notice of Revolving Credit Borrowing), not to exceed such Lender's Unused
Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount not
less than $10,000,000 (or the Equivalent thereof in any Major Currency
determined on the date of delivery of the applicable Notice of Revolving Credit
Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in
any Major Currency determined on the date of delivery of the applicable Notice
of Revolving Credit Borrowing) in excess thereof and shall consist of Revolving
Credit Advances of the same Type made on the same day by the Lenders ratably
according to their respective Revolving Credit Commitments; provided, however,
that if there is no unused portion of the Commitment of one or more Lenders at
the time of any requested Revolving Credit Borrowing such Borrowing shall
consist of Revolving Credit Advances of the same Type made on the same day by
the Lender or Lenders who do then have an Unused Commitment ratably according to
the aggregate Unused Commitments. Notwithstanding anything herein to the
contrary, no Revolving Credit Borrowing may be made in a Major Currency if,
after giving effect to the making of such Revolving Credit Borrowing, the
Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit
Advances denominated in Major Currencies, together with the Equivalent in
Dollars of the aggregate amount of outstanding Competitive Bid Advances
denominated in Foreign Currencies, would exceed $500,000,000. Within the limits
of each Lender's Revolving Credit Commitment, any Borrower may borrow under this
Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section
2.01(a).


                                       18









          (b) Letters of Credit. Each Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue performance and financial letters of
credit (each, a "Letter of Credit") in any Major Currency for the account of any
Borrower from time to time on any Business Day during the period from the
Effective Date until 30 days before the Termination Date (i) in an aggregate
Available Amount for all Letters of Credit issued by all Issuing Banks not to
exceed at any time the Letter of Credit Facility at such time, (ii) in an amount
for each Issuing Bank not to exceed the amount of such Issuing Banks' Letter of
Credit Commitment at such time and (iii) in an amount for each such Letter of
Credit not to exceed an amount equal to the Unused Commitments of the Lenders at
such time, in each case, converting all non-Dollar amounts into the Dollar
Equivalent thereof; provided that any Borrower may request that Letters of
Credit be issued for the account of any of its Subsidiaries (without designating
such Subsidiary as a Designated Subsidiary) so long as such Borrower remains
obligated for the reimbursement of any drawings under such Letters of Credit
under the terms of this Agreement. No Letter of Credit shall have an expiration
date (including all rights of the applicable Borrower or the beneficiary to
require renewal) of later than the Termination Date. Within the limits referred
to above, any Borrower may request the issuance of Letters of Credit under this
Section 2.01(b), repay any Revolving Credit Advances resulting from drawings
thereunder pursuant to Section 2.04(c) and request the issuance of additional
Letters of Credit under this Section 2.01(b). Each letter of credit listed on
Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued
hereunder, and each Lender that is an issuer of such a Letter of Credit shall,
for purposes of Section 2.04, be deemed to be an Issuing Bank for each such
letter of credit, provided that any renewal or replacement of any such letter of
credit shall be issued by an Issuing Bank pursuant to the terms of this
Agreement. The terms "issue", "issued", "issuance" and all similar terms, when
applied to a Letter of Credit, shall include any renewal, extension or amendment
thereof.

          SECTION 2.02. Making the Revolving Credit Advances. (a) Each Revolving
Credit Borrowing shall be made on notice, given not later than (x) 10:00 A.M.
(New York City time) on the third Business Day prior to the date of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Major Currency, (y)
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars or (z)
9:00 A.M. (New York City time) on the day of the proposed Revolving Credit
Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate
Advances, by any Borrower to the Agent (and the Agent shall, in the case of a
Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, immediately
relay such notice to the Sub-Agent), which shall give to each Lender prompt
notice thereof by telecopier or telex. Each such notice of a Revolving Credit
Borrowing (a "Notice of Revolving Credit Borrowing") shall be by telephone,
confirmed immediately in writing, or telecopier or telex in substantially the
form of Exhibit B-1 hereto, specifying therein the requested (i) date of such
Revolving Credit Borrowing, (ii) Type of Advances comprising such Revolving
Credit Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing, and
(iv) in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances, initial Interest Period and currency for each such Revolving Credit
Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date
of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing
consisting of Advances denominated in Dollars, and


                                       19









before 11:00 A.M. (London time) on the date of such Revolving Credit Borrowing,
in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances denominated in any Major Currency, make available for the account of
its Applicable Lending Office to the Agent at the applicable Agent's account, in
same day funds, such Lender's ratable portion (as determined in accordance with
Section 2.01) of such Revolving Credit Borrowing. After the Agent's receipt of
such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Agent will make such funds available to the Borrower requesting
the Revolving Credit Borrowing at the Agent's aforesaid address or at the
applicable Payment Office, as the case may be.

          (b) Anything in subsection (a) above to the contrary notwithstanding,
a Borrower may not select Eurocurrency Rate Advances for any proposed Revolving
Credit Borrowing if the obligation of the Lenders to make Eurocurrency Rate
Advances shall then be suspended pursuant to Section 2.09 or 2.12.

          (c) Each Notice of Revolving Credit Borrowing of any Borrower shall be
irrevocable and binding on such Borrower. In the case of any Revolving Credit
Borrowing that the related Notice of Revolving Credit Borrowing specifies is to
be comprised of Eurocurrency Rate Advances, the Borrower requesting such
Revolving Credit Borrowing shall indemnify each Lender against any loss, cost or
expense incurred by such Lender as a result of any failure by such Borrower to
fulfill on or before the date specified in such Notice of Revolving Credit
Borrowing for such Revolving Credit Borrowing the applicable conditions set
forth in Article III, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Revolving Credit Advance to be made by such Lender as part of such Revolving
Credit Borrowing when such Revolving Credit Advance, as a result of such
failure, is not made on such date.

          (d) Unless the Agent shall have received notice from a Lender prior to
the date of any Revolving Credit Borrowing that such Lender will not make
available to the Agent such Lender's ratable portion of such Revolving Credit
Borrowing, the Agent may assume that such Lender has made such portion available
to the Agent on the date of such Revolving Credit Borrowing in accordance with
subsection (a) of this Section 2.02 and the Agent may, in reliance upon such
assumption, make available to the Borrower proposing such Revolving Credit
Borrowing on such date a corresponding amount. If and to the extent that such
Lender shall not have so made such ratable portion available to the Agent, such
Lender and such Borrower severally agree to repay to the Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to such Borrower until the date such
amount is repaid to the Agent, at (i) in the case of such Borrower, the higher
of (A) the interest rate applicable at the time to Revolving Credit Advances
comprising such Revolving Credit Borrowing and (B) the cost of funds incurred by
the Agent in respect of such amount and (ii) in the case of such Lender, (A) the
Federal Funds Rate in the case of Advances denominated in Dollars or (B) the
cost of funds incurred by the Agent in respect of such amount in the case of
Advances denominated in any Major Currency. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Revolving Credit Advance as part of such Revolving Credit Borrowing for
purposes of this Agreement.


                                       20









          (e) The failure of any Lender to make the Revolving Credit Advance to
be made by it as part of any Revolving Credit Borrowing shall not relieve any
other Lender of its obligation, if any, hereunder to make its Revolving Credit
Advance on the date of such Revolving Credit Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit
Borrowing.

          SECTION 2.03. The Competitive Bid Advances. (a) Each Lender severally
agrees that any Borrower may request Competitive Bid Borrowings under this
Section 2.03 from time to time on any Business Day during the period from the
date hereof until the date occurring seven days prior to the Termination Date in
the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate amount (based in respect of any Advance
denominated in a Foreign Currency on the Equivalent in Dollars on such Business
Day) of the Advances then outstanding shall not exceed the aggregate amount of
the Unused Commitments. Notwithstanding anything herein to the contrary, no
Competitive Bid Borrowing may be made in a Foreign Currency if, after giving
effect to the making of such Revolving Credit Borrowing, the Equivalent in
Dollars of the aggregate amount of outstanding Competitive Bid Advances
denominated in Foreign Currencies, together with the Equivalent in Dollars of
the aggregate amount of outstanding Revolving Credit Advances denominated in
Major Currencies, would exceed $500,000,000.

          (i) Any Borrower may request a Competitive Bid Borrowing under this
     Section 2.03 by delivering to the Agent (and the Agent shall, in the case
     of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or
     LIBO Rate Advances to be denominated in Dollars, immediately notify the
     Sub-Agent), by telecopier or telex, a notice of a Competitive Bid Borrowing
     (a "Notice of Competitive Bid Borrowing"), in substantially the form of
     Exhibit B-2 hereto, specifying therein the requested (A) date of such
     proposed Competitive Bid Borrowing, (B) aggregate amount of such proposed
     Competitive Bid Borrowing, (C) interest rate basis and day count convention
     to be offered by the Lenders, (D) currency of such proposed Competitive Bid
     Borrowing, (E) in the case of a Competitive Bid Borrowing consisting of
     LIBO Rate Advances, Interest Period of each Competitive Bid Advance to be
     made as part of such Competitive Bid Borrowing, or in the case of a
     Competitive Bid Borrowing consisting of Fixed Rate Advances or Local Rate
     Advances, maturity date for repayment of each Fixed Rate Advance or Local
     Rate Advance to be made as part of such Competitive Bid Borrowing (which
     maturity date may not be earlier than the date occurring five days after
     the date of such Competitive Bid Borrowing or later than the Termination
     Date), (F) interest payment date or dates relating thereto, (G) location of
     such Borrower's account to which funds are to be advanced, and (H) other
     terms (if any) to be applicable to such Competitive Bid Borrowing, not
     later than (w) 10:00 A.M. (New York City time) at least one Business Day
     prior to the date of the proposed Competitive Bid Borrowing, if such
     Borrower shall specify in its Notice of Competitive Bid Borrowing that the
     rates of interest to be offered by the Lenders shall be fixed rates per
     annum (each Advance comprising any such Competitive Bid Borrowing being
     referred to herein as a "Fixed Rate Advance") and that the Advances
     comprising such proposed Competitive Bid Borrowing shall be denominated in
     Dollars, (x) 10:00 A.M. (New York City time) at


                                       21









     least four Business Days prior to the date of the proposed Competitive Bid
     Borrowing, if such Borrower shall instead specify in its Notice of
     Competitive Bid Borrowing that the Advances comprising such Competitive Bid
     Borrowing shall be LIBO Rate Advances denominated in Dollars, (y) 3:00 P.M.
     (New York City time) at least three Business Days prior to the date of the
     proposed Competitive Bid Borrowing, if such Borrower shall specify in the
     Notice of Competitive Bid Borrowing that the Advances comprising such
     proposed Competitive Bid Borrowing shall be either Fixed Rate Advances
     denominated in any Foreign Currency or Local Rate Advances denominated in
     any Foreign Currency and (z) 3:00 P.M. (New York City time) at least five
     Business Days prior to the date of the proposed Competitive Bid Borrowing,
     if such Borrower shall instead specify in its Notice of Competitive Bid
     Borrowing that the Advances comprising such Competitive Bid Borrowing shall
     be LIBO Rate Advances denominated in any Foreign Currency. Each Notice of
     Competitive Bid Borrowing shall be irrevocable and binding on such
     Borrower. Any Notice of Competitive Bid Borrowing by a Designated
     Subsidiary shall be given to the Agent in accordance with the preceding
     sentence through the Company on behalf of such Designated Subsidiary. The
     Agent shall in turn promptly notify each Lender of each request for a
     Competitive Bid Borrowing received by it from such Borrower by sending such
     Lender a copy of the related Notice of Competitive Bid Borrowing.

          (ii) Each Lender may, if, in its sole discretion, it elects to do so,
     irrevocably offer to make one or more Competitive Bid Advances to the
     Borrower proposing the Competitive Bid Borrowing as part of such proposed
     Competitive Bid Borrowing at a rate or rates of interest specified by such
     Lender in its sole discretion, by notifying the Agent (which shall give
     prompt notice thereof to such Borrower and to the Sub-Agent, if
     applicable), (A) before 9:30 A.M. (New York City time) on the date of such
     proposed Competitive Bid Borrowing, in the case of a Competitive Bid
     Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B)
     before 10:00 A.M. (New York City time) three Business Days before the date
     of such proposed Competitive Bid Borrowing, in the case of a Competitive
     Bid Borrowing consisting of LIBO Rate Advances denominated in Dollars, (C)
     before 10:00 A.M. (New York City time) on the second Business Day prior to
     the date of such proposed Competitive Bid Borrowing, in the case of a
     Competitive Bid Borrowing consisting of either Fixed Rate Advances
     denominated in any Foreign Currency or Local Rate Advances denominated in
     any Foreign Currency and (D) before 10:00 A.M. (New York City time) four
     Business Days before the date of such proposed Competitive Bid Borrowing,
     in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances
     denominated in any Foreign Currency, of the minimum amount and maximum
     amount of each Competitive Bid Advance which such Lender would be willing
     to make as part of such proposed Competitive Bid Borrowing (which amounts,
     or the Equivalent thereof in Dollars, as the case may be, may, subject to
     the proviso to the first sentence of this Section 2.03(a), exceed such
     Lender's Commitment, if any), the rate or rates of interest therefor and
     such Lender's Applicable Lending Office with respect to such Competitive
     Bid Advance; provided that if the Agent in its capacity as a Lender shall,
     in its sole discretion, elect to make any such offer, it shall notify such
     Borrower of such offer at least 30 minutes before the time and on the date
     on which notice of such election is to be given to the Agent, by the other
     Lenders. If any Lender shall elect not to make such an offer, such Lender
     shall so notify the Agent,


                                       22









     before 10:00 A.M. (New York City time) (and the Agent shall notify the
     Sub-Agent, if applicable) on the date on which notice of such election is
     to be given to the Agent by the other Lenders, and such Lender shall not be
     obligated to, and shall not, make any Competitive Bid Advance as part of
     such Competitive Bid Borrowing; provided that the failure by any Lender to
     give such notice shall not cause such Lender to be obligated to make any
     Competitive Bid Advance as part of such proposed Competitive Bid Borrowing.

          (iii) The Borrower proposing the Competitive Bid Advance shall, in
     turn, (A) before 10:30 A.M. (New York City time) on the date of such
     proposed Competitive Bid Borrowing, in the case of a Competitive Bid
     Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B)
     before 11:00 A.M. (New York City time) three Business Days before the date
     of such proposed Competitive Bid Borrowing, in the case of a Competitive
     Bid Borrowing consisting of LIBO Rate Advances denominated in Dollars, (C)
     before 10:00 A.M. (New York City time) on the Business Day prior to the
     date of such Competitive Bid Borrowing, in the case of a Competitive Bid
     Borrowing consisting of either Fixed Rate Advances denominated in any
     Foreign Currency or Local Rate Advances denominated in any Foreign Currency
     and (D) before 10:00 A.M. (New York City time) three Business Days before
     the date of such proposed Competitive Bid Borrowing, in the case of a
     Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in
     any Foreign Currency, either:

               (x) cancel such Competitive Bid Borrowing by giving the Agent
          notice to that effect, or

               (y) accept one or more of the offers made by any Lender or
          Lenders pursuant to paragraph (ii) above, in its sole discretion, by
          giving notice to the Agent (and the Agent shall give notice to the
          Sub-Agent, if applicable) of the amount of each Competitive Bid
          Advance (which amount shall be equal to or greater than the minimum
          amount, and equal to or less than the maximum amount, notified to such
          Borrower by the Agent on behalf of such Lender for such Competitive
          Bid Advance pursuant to paragraph (ii) above) to be made by each
          Lender as part of such Competitive Bid Borrowing, and reject any
          remaining offers made by Lenders pursuant to paragraph (ii) above by
          giving the Agent notice to that effect; provided, however, that such
          Borrower shall not accept any offer in excess of the requested bid
          amount for any maturity. Such Borrower shall accept the offers made by
          any Lender or Lenders to make Competitive Bid Advances in order of the
          lowest to the highest rates of interest offered by such Lenders. If
          two or more Lenders have offered the same interest rate, the amount to
          be borrowed at such interest rate will be allocated among such Lenders
          in proportion to the amount that each such Lender offered at such
          interest rate.

          (iv) If the Borrower proposing the Competitive Bid Borrowing notifies
     the Agent that such Competitive Bid Borrowing is canceled pursuant to
     paragraph (iii)(x) above, the Agent shall give prompt notice thereof to the
     Lenders and such Competitive Bid Borrowing shall not be made.


                                       23









          (v) If the Borrower proposing the Competitive Bid Borrowing accepts
     one or more of the offers made by any Lender or Lenders pursuant to
     paragraph (iii)(y) above, the Agent shall in turn promptly notify (A) each
     Lender that has made an offer as described in paragraph (ii) above, of the
     date and aggregate amount of such Competitive Bid Borrowing and whether or
     not any offer or offers made by such Lender pursuant to paragraph (ii)
     above have been accepted by the Borrower, (B) each Lender that is to make a
     Competitive Bid Advance as part of such Competitive Bid Borrowing, of the
     amount of each Competitive Bid Advance to be made by such Lender as part of
     such Competitive Bid Borrowing, and (C) each Lender that is to make a
     Competitive Bid Advance as part of such Competitive Bid Borrowing, upon
     receipt, that the Agent has received forms of documents appearing to
     fulfill the applicable conditions set forth in Article III. Each Lender
     that is to make a Competitive Bid Advance as part of such Competitive Bid
     Borrowing shall, before 11:00 A.M. (New York City time), in the case of
     Competitive Bid Advances to be denominated in Dollars or 11:00 A.M. (London
     time), in the case of Competitive Bid Advances to be denominated in any
     Foreign Currency, on the date of such Competitive Bid Borrowing specified
     in the notice received from the Agent pursuant to clause (A) of the
     preceding sentence or any later time when such Lender shall have received
     notice from the Agent pursuant to clause (C) of the preceding sentence,
     make available for the account of its Applicable Lending Office to the
     Agent (x) in the case of a Competitive Bid Borrowing denominated in
     Dollars, at its address referred to in Section 9.02, in same day funds,
     such Lender's portion of such Competitive Bid Borrowing in Dollars, and (y)
     in the case of a Competitive Bid Borrowing in a Foreign Currency, at the
     Payment Office for such Foreign Currency as shall have been notified by the
     Agent to the Lenders prior thereto, in same day funds, such Lender's
     portion of such Competitive Bid Borrowing in such Foreign Currency. Upon
     fulfillment of the applicable conditions set forth in Article III and after
     receipt by the Agent of such funds, the Agent will make such funds
     available to such Borrower's account at the location specified by such
     Borrower in its Notice of Competitive Bid Borrowing. Promptly after each
     Competitive Bid Borrowing the Agent will notify each Lender of the amount
     and tenor of such Competitive Bid Borrowing.

          (vi) If the Borrower proposing the Competitive Bid Borrowing notifies
     the Agent that it accepts one or more of the offers made by any Lender or
     Lenders pursuant to paragraph (iii)(y) above, such notice of acceptance
     shall be irrevocable and binding on such Borrower. Such Borrower shall
     indemnify each Lender against any loss, cost or expense incurred by such
     Lender as a result of any failure by such Borrower to fulfill on or before
     the date specified in the related Notice of Competitive Bid Borrowing for
     such Competitive Bid Borrowing the applicable conditions set forth in
     Article III, including, without limitation, any loss (including loss of
     anticipated profits), cost or expense incurred by reason of the liquidation
     or reemployment of deposits or other funds acquired by such Lender to fund
     the Competitive Bid Advance to be made by such Lender as part of such
     Competitive Bid Borrowing when such Competitive Bid Advance, as a result of
     such failure, is not made on such date.

          (b) Each Competitive Bid Borrowing shall be in an aggregate amount not
less than $10,000,000 (or the Equivalent thereof in any Foreign Currency,
determined as of the time of the applicable Notice of Competitive Bid Borrowing)
or an integral multiple of $1,000,000 (or


                                       24









the Equivalent thereof in any Foreign Currency, determined as of the time of the
applicable Notice of Competitive Bid Borrowing) in excess thereof and, following
the making of each Competitive Bid Borrowing, the Borrower that has borrowed
such Competitive Bid Borrowing shall be in compliance with the limitation set
forth in the proviso to the first sentence of subsection (a) above.

          (c) Within the limits and on the conditions set forth in this Section
2.03, any Borrower may from time to time borrow under this Section 2.03, repay
or prepay pursuant to subsection (d) below, and reborrow under this Section
2.03, provided that a Competitive Bid Borrowing shall not be made within three
Business Days of the date of any other Competitive Bid Borrowing.

          (d) Any Borrower that has borrowed through a Competitive Bid Borrowing
shall repay to the Agent for the account of each Lender that has made a
Competitive Bid Advance, on the maturity date of such Competitive Bid Advance
(such maturity date being that specified by such Borrower for repayment of such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above and provided in the Competitive
Bid Note evidencing such Competitive Bid Advance), the then unpaid principal
amount of such Competitive Bid Advance. Such Borrower shall have no right to
prepay any principal amount of any Competitive Bid Advance unless, and then only
on the terms, specified by such Borrower for such Competitive Bid Advance in the
related Notice of Competitive Bid Borrowing delivered pursuant to subsection
(a)(i) above and set forth in the Competitive Bid Note evidencing such
Competitive Bid Advance.

          (e) Each Borrower that has borrowed through a Competitive Bid
Borrowing shall pay interest on the unpaid principal amount of each Competitive
Bid Advance comprising such Competitive Bid Borrowing from the date of such
Competitive Bid Advance to the date the principal amount of such Competitive Bid
Advance is repaid in full, at the rate of interest for such Competitive Bid
Advance specified by the Lender making such Competitive Bid Advance in its
notice with respect thereto delivered pursuant to subsection (a)(ii) above,
payable on the interest payment date or dates specified by such Borrower for
such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above, as provided in the Competitive
Bid Note evidencing such Competitive Bid Advance. Upon the occurrence and during
the continuance of an Event of Default under Section 6.01(a), such Borrower
shall pay interest on the amount of unpaid principal of and interest on each
Competitive Bid Advance owing to a Lender, payable in arrears on the date or
dates interest is payable thereon, at a rate per annum equal at all times to 1%
per annum above the rate per annum required to be paid on such Competitive Bid
Advance under the terms of the Competitive Bid Note evidencing such Competitive
Bid Advance unless otherwise agreed in such Competitive Bid Note.

          (f) The indebtedness of any Borrower resulting from each Competitive
Bid Advance made to such Borrower as part of a Competitive Bid Borrowing shall
be evidenced by a separate Competitive Bid Note of the Borrower payable to the
order of the Lender making such Competitive Bid Advance.


                                       25









          SECTION 2.04. Issuance of and Drawings and Reimbursement Under Letters
of Credit. (a) Request for Issuance. (i) Each Letter of Credit shall be issued
upon notice, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of Credit
(or on such shorter notice as the applicable Issuing Bank may agree), by any
Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt
notice thereof by facsimile. Each such notice of issuance of a Letter of Credit
(a "Notice of Issuance") shall be by telephone, confirmed immediately in
writing, or facsimile, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount and currency
(which shall be a Major Currency or Dollars) of such Letter of Credit, (C)
expiration date of such Letter of Credit (which shall not be later than the
Termination Date), (D) name and address of the beneficiary of such Letter of
Credit and (E) form of such Letter of Credit, and shall be accompanied by such
customary application and agreement for letter of credit as such Issuing Bank
may specify to the Borrower requesting such issuance for use in connection with
such requested Letter of Credit (a "Letter of Credit Application"). If (A) the
requested form of such Letter of Credit, in the reasonable judgment of the
Issuing Bank, conforms to standard practices of financial institutions that
regularly issue letters of credit and (B) the issuance of a letter of credit to
the beneficiary of such Letter of Credit would not, in the reasonable judgment
of the Issuing Bank, violate or conflict with (y) any regulatory or legal
restriction applicable to the Issuing Bank, or (z) any internal policy,
procedure or guideline of, the Issuing Bank that is consistent with standard
practices of financial institutions that regularly issue letters of credit, then
such Issuing Bank will, upon fulfillment of the applicable conditions set forth
in Article III, make such Letter of Credit available to the Borrower requesting
such issuance at its office referred to in Section 9.02 or as otherwise agreed
with such Borrower in connection with such issuance. In the event and to the
extent that the provisions of any Letter of Credit Application shall conflict
with this Agreement, the provisions of this Agreement shall govern. An Issuing
Bank that issues a Letter of Credit which expires prior to the Termination Date
but provides for automatic extension of the expiry date will not exercise its
right to prevent the automatic extension of the expiry date unless (i) the
applicable conditions set forth in Section 3.04 are not satisfied as to the date
of such Issuing Bank's required notice of non-extension, or (ii) such automatic
extension would extend the expiry date beyond the Termination Date.

          (b) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, such
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Ratable Share of the Available Amount of such Letter of Credit. Each
Borrower hereby agrees to each such participation. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Agent, for the account of such Issuing Bank, such Lender's
Ratable Share of each drawing made under a Letter of Credit funded by such
Issuing Bank and not reimbursed by the applicable Borrower on the date made, or
of any reimbursement payment required to be refunded to any Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or


                                       26









termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender further acknowledges and agrees that its participation
in each Letter of Credit will be automatically adjusted to reflect such Lender's
Ratable Share of the Available Amount of such Letter of Credit at each time such
Lender's Revolving Credit Commitment is amended pursuant to the operation of
Sections 2.06(b), (c) or (d), an assignment in accordance with Section 9.06 or
otherwise pursuant to this Agreement.

          (c) Drawing and Reimbursement. The payment by an Issuing Bank of a
draft drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by any such Issuing Bank of a Revolving Credit Advance,
which, in the case of Letters of Credit denominated in Dollars, shall be a Base
Rate Advance, in the amount of such draft or, in the case of a Letter of Credit
denominated in any Major Currency, shall be an Advance that bears interest at
the Overnight Eurocurrency Rate (as defined below) of such Issuing Bank for a
period of five Business Days and thereafter, shall be a Base Rate Advance in the
Equivalent in Dollars on such fifth Business Day for the amount of such draft.
Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its
commercially reasonable efforts to deliver such notice within one Business Day)
of each drawing under any Letter of Credit issued by it to the Company, the
applicable Borrower (if not the Company) and the Agent. Upon written demand by
such Issuing Bank, with a copy of such demand to the Agent and the Company, each
Lender shall pay to the Agent such Lender's Ratable Share of such outstanding
Revolving Credit Advance, by making available for the account of its Applicable
Lending Office to the Agent for the account of such Issuing Bank, by deposit to
the Agent's Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Revolving Credit Advance to be funded by
such Lender, provided that the Lenders shall not be required to fund such
Revolving Credit Advances resulting from drawings under a Letter of Credit
denominated in any Major Currency until such Advance is exchanged for the
Equivalent in Dollars and is a Base Rate Advance. Each Lender acknowledges and
agrees that its obligation to make Revolving Credit Advances pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance
of a Default or reduction or termination of the Revolving Credit Commitments,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Promptly after receipt thereof, the Agent
shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its
Ratable Share of an outstanding Revolving Credit Advance on (i) the Business Day
on which demand therefor is made by such Issuing Bank, provided that notice of
such demand is given not later than 11:00 A.M. (New York City time) on such
Business Day, or (ii) the first Business Day next succeeding such demand if
notice of such demand is given after such time. If and to the extent that any
Lender shall not have so made the amount of such Revolving Credit Advance
available to the Agent, such Lender agrees to pay to the Agent forthwith on
demand such amount together with interest thereon, for each day from the date of
demand by any such Issuing Bank until the date such amount is paid to the Agent,
at the Federal Funds Rate for its account or the account of such Issuing Bank,
as applicable. If such Lender shall pay to the Agent such amount for the account
of any such Issuing Bank on any Business Day, such amount so paid in respect of
principal shall constitute a Revolving Credit Advance made by such Lender on
such Business Day for purposes of this Agreement, and the outstanding principal
amount of the Revolving Credit Advance made by such Issuing Bank shall be
reduced by such amount on such Business


                                       27









Day. "Overnight Eurocurrency Rate" means the rate per annum applicable to an
overnight period beginning on one Business Day and ending on the next Business
Day equal to the sum of the Applicable Margin for Eurocurrency Rate Advances and
the rate per annum quoted by the Applicable Issuing Bank to the Agent as the
rate at which it is offering overnight deposits in the relevant currency in
amounts comparable to such Issuing Bank's Advances resulting from drawings on
Letters of Credit denominated in a Major Currency.

          (d) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to
the Agent (with a copy to the Company) on the first Business Day of each month a
written report summarizing issuance and expiration dates of Letters of Credit
during the preceding month and drawings during such month under all Letters of
Credit and (B) to the Agent (with a copy to the Company) on the first Business
Day of each calendar quarter a written report setting forth the average daily
aggregate Available Amount during the preceding calendar quarter of all Letters
of Credit.

          (e) Failure to Make Advances. The failure of any Lender to make the
Revolving Credit Advance to be made by it on the date specified in Section
2.04(c) shall not relieve any other Lender of its obligation hereunder to make
its Revolving Credit Advance on such date, but no Lender shall be responsible
for the failure of any other Lender to make the Revolving Credit Advance to be
made by such other Lender on such date.

          SECTION 2.05. Fees. (a) Facility Fee. The Company agrees to pay to the
Agent for the account of each Lender a facility fee on the aggregate amount of
such Lender's Commitment from the date hereof in the case of each Initial Lender
and from the effective date specified in the Assignment and Acceptance pursuant
to which it became a Lender in the case of each other Lender until the
Termination Date at a rate per annum equal to the Applicable Percentage in
effect from time to time, payable in arrears quarterly on the last day of each
March, June, September and December, commencing December 31, 2003, and on the
Termination Date.

          (b) Letter of Credit Fees. (i) Each Borrower shall pay to the Agent
for the account of each Lender a fee on such Lender's Ratable Share of the sum
of (x) the average daily aggregate Available Amount of all Letters of Credit
issued at the request of such Borrower and outstanding from time to time and (y)
any Advances bearing interest at the Overnight Eurocurrency Rate as provided in
Section 2.04(c) and outstanding from time to time, at a rate per annum equal to
the Applicable Letter of Credit Rate in effect from time to time, during such
calendar quarter, payable in arrears quarterly on the third Business Day after
the last day of each March, June, September and December, commencing with the
quarter ended December 31, 2003, and on and after the Termination Date payable
upon demand; provided that the Applicable Letter of Credit Rate shall be 1%
above the Applicable Letter of Credit Rate in effect upon the occurrence and
during the continuation of an Event of Default if the Borrowers are required to
pay default interest pursuant to Section 2.08(b).

          (ii) Each Borrower shall pay to each Issuing Bank for its own account
     such reasonable fees as have been agreed between the Company and such
     Issuing Bank.


                                       28









          (c) Agent's Fees. The Company shall pay to the Agent for its own
account such fees, and at such times, as the Company and the Agent may
separately agree.

          SECTION 2.06. Termination or Reduction of the Commitments. (a)
Optional Ratable Termination or Reduction. The Company shall have the right,
upon at least three Business Days' notice to the Agent, to terminate in whole or
reduce ratably in part the Unused Commitments of the Lenders, provided that each
partial reduction shall be in an aggregate amount not less than $10,000,000 or
an integral multiple of $1,000,000 in excess thereof. The aggregate amount of
the Commitments, once reduced as provided in this Section 2.06(a), may not be
reinstated.

          (b) Non-Ratable Termination by Assignment. The Company shall have the
right, upon at least ten Business Days' written notice to the Agent (which shall
then give prompt notice thereof to the relevant Lender), to require any Lender
to assign, pursuant to and in accordance with the provisions of Section 9.06,
all of its rights and obligations under this Agreement and under the Notes to an
Eligible Assignee selected by the Company; provided, however, that (i) no Event
of Default shall have occurred and be continuing at the time of such request and
at the time of such assignment; (ii) the assignee shall have paid to the
assigning Lender the aggregate principal amount of, and any interest accrued and
unpaid to the date of such assignment on, the Note or Notes of such Lender;
(iii) the Company shall have paid to the assigning Lender any and all facility
fees and Letter of Credit fees payable to such Lender and all other accrued and
unpaid amounts owing to such Lender under any provision of this Agreement
(including, but not limited to, any increased costs or other additional amounts
owing under Section 2.11 and any indemnification for Taxes under Section 2.14)
as of the effective date of such assignment; (iv) if the assignee selected by
the Company is not an existing Lender, such assignee or the Company shall have
paid the processing and recordation fee required under Section 9.06(a) for such
assignment and (v) if the assigning Lender is an Issuing Bank, the Company shall
pay to the Agent for deposit in the L/C Cash Deposit Account an amount equal to
the Available Amount of all Letters of Credit issued by such Issuing Bank;
provided further that the Company shall have no right to replace more than three
Lenders in any calendar year pursuant to this Section 2.06(b); and provided
further that the assigning Lender's rights under Sections 2.11, 2.14 and 9.04,
and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its
obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the date of assignment.

          (c) Non-Ratable Reduction. (i) The Company shall have the right, at
any time other than during any Rating Condition, upon at least ten Business
Days' notice to a Lender (with a copy to the Agent), to terminate in whole such
Lender's Commitments. Such termination shall be effective, (x) with respect to
such Lender's Unused Commitment, on the date set forth in such notice, provided,
however, that such date shall be no earlier than ten Business Days after receipt
of such notice and (y) with respect to each Advance outstanding to such Lender,
in the case of Base Rate Advances, on the date set forth in such notice and, in
the case of Eurocurrency Rate, on the last day of the then current Interest
Period relating to such Advance; provided further, however, that such
termination shall not be effective, if, after giving effect to such termination,
the Company would, under this Section 2.06(c), reduce the Lenders' Revolving
Credit Commitments in any calendar year by an amount in excess of the Revolving
Credit Commitments of any three Lenders or $240,000,000, whichever is greater on
the date of such


                                       29









termination. Notwithstanding the preceding proviso, the Company may terminate in
whole the Commitments of any Lender in accordance with the terms and conditions
set forth in Section 2.06(b). Upon termination of a Lender's Commitments under
this Section 2.06(c), the Company will pay or cause to be paid all principal of,
and interest accrued to the date of such payment on, Advances owing to such
Lender and pay any facility fees or Letter of Credit fees payable to such Lender
pursuant to the provisions of Section 2.05, and all other amounts payable to
such Lender hereunder (including, but not limited to, any increased costs or
other amounts owing under Section 2.11 and any indemnification for Taxes under
Section 2.14); and upon such payments and, if such Lender is an Issuing Bank,
shall pay to the Agent for deposit in the L/C Cash Deposit Account an amount
equal to the Available Amount of all Letters of Credit issued by such Issuing
Bank, the obligations of such Lender hereunder shall, by the provisions hereof,
be released and discharged; provided, however, that such Lender's rights under
Sections 2.11, 2.14 and 9.04, and, in the case of an Issuing Bank, Sections
2.04(b) and 6.02, and its obligations under Section 8.05 shall survive such
release and discharge as to matters occurring prior to such date. The aggregate
amount of the Commitments of the Lenders once reduced pursuant to this Section
2.06(c) may not be reinstated.

          (ii) For purposes of this Section 2.06(c) only, the term "Rating
Condition" shall mean a period commencing with notice (a "Rating Condition
Notice") by the Agent to the Company and the Lenders to the effect that the
Agent has been informed that the rating of the senior public Debt of the Company
is unsatisfactory under the standard set forth in the next sentence, and ending
with notice by the Agent to the Company and the Lenders to the effect that such
condition no longer exists. The Agent shall give a Rating Condition Notice
promptly upon receipt from the Company or any Lender of notice stating, in
effect, that both of S&P and Moody's (or any successor by merger or
consolidation to the business of either thereof), respectively, then rate the
senior public Debt of the Company lower than BBB- and Baa3. The Company agrees
to give notice to the Agent forthwith upon any change in a rating by either such
organization of the senior public Debt of the Company; the Agent shall have no
duty whatsoever to verify the accuracy of any such notice from the Company or
any Lender or to monitor independently the ratings of the senior public Debt of
the Company and no Lender shall have any duty to give any such notice. The Agent
shall give notice to the Lenders and the Company as to the termination of a
Rating Condition promptly upon receiving a notice from the Company to the Agent
(which notice the Agent shall promptly notify to the Lenders) stating that the
rating of the senior public Debt of the Company does not meet the standard set
forth in the second sentence of this clause (ii), and requesting that the Agent
notify the Lenders of the termination of the Rating Condition. The Rating
Condition shall terminate upon the giving of such notice by the Agent.

          (d) Termination by a Lender. In the event that a Change of Control
occurs, each Lender may, by notice to the Company and the Agent given not later
than 50 calendar days after such Change of Control, terminate its Revolving
Credit Commitment and its Unissued Letter of Credit Commitment, if any, which
Commitments shall be terminated effective as of the later of (i) the date that
is 60 calendar days after such Change of Control or (ii) the end of the Interest
Period for any Eurocurrency Rate Advance outstanding at the time of such Change
of Control or for any Eurocurrency Rate Advance made pursuant to the next
sentence of this Section 2.06(d). Upon the occurrence of a Change of Control,
each Borrower's right to make a Borrowing or request the issuance of a Letter of
Credit under this Agreement shall be suspended for a period of 60 calendar days,
except for Base Rate Advances and Eurocurrency Rate
Lender.


                                       30









Advances having an Interest Period ending not later than 90 calendar days after
such Change of Control. A notice of termination pursuant to this Section 2.06(d)
shall not have the effect of accelerating any outstanding Advance of such Lender
and the Notes of such

          (e) Funds deposited to the L/C Cash Deposit Account pursuant to
Section 2.06(b)(v) above (in the case of an assigning Lender thereunder that is
an Issuing Bank) or Section 2.06(c)(i) above (in the case of a Lender whose
Commitments are terminated thereunder that is an Issuing Bank) shall be applied
to reimburse any drawings made under any Letter of Credit issued by such
applicable Issuing Bank to the extent permitted by applicable law, and if so
applied then such reimbursement shall be deemed satisfaction of the obligations
of the Lenders and of the applicable Borrower to reimburse such drawing. After
all of the Letters of Credit issued by such Issuing Banks shall have expired or
been fully drawn upon and all other obligations of the Borrowers hereunder to
such Issuing Banks have been paid in full, the balance, if any, in the L/C Cash
Deposit Account shall be promptly returned to the Company.

          SECTION 2.07. Repayment of Advances. (a) Revolving Credit Advances.
Each Borrower shall repay to the Agent for the ratable account of the Lenders on
the Termination Date the aggregate principal amount of the Revolving Credit
Advances then outstanding.

          (b) Competitive Bid Advances. Each Borrower shall repay to the
Administrative Agent, for the account of each Lender that has made a Competitive
Bid Advance, the aggregate outstanding principal amount of each Competitive Bid
Advance made to such Borrower and owing to such Lender on the earlier of (i) the
maturity date therefor, specified in the related Notice of Competitive Bid
Borrowing delivered pursuant to Section 2.03(a)(i) and (ii) the Termination
Date.

          (c) Letter of Credit Reimbursements. The obligation of any Borrower
under this Agreement, any Letter of Credit Application and any other agreement
or instrument, in each case, to repay any Revolving Credit Advance that results
from payment of a drawing under a Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement, such Letter of Credit Application and such other agreement or
instrument under all circumstances, including, without limitation, the following
circumstances (it being understood that any such payment by a Borrower is
without prejudice to, and does not constitute a waiver of, any rights such
Borrower might have or might acquire as a result of the payment by any Lender of
any draft or the reimbursement by the Borrower thereof as set forth in Section
9.16 or otherwise):

          (i) any lack of validity or enforceability of this Agreement, any
     Note, any Letter of Credit Application, any Letter of Credit or any other
     agreement or instrument relating thereto (all of the foregoing being,
     collectively, the "L/C Related Documents");

          (ii) any change in the time, manner or place of payment of any Letter
     of Credit;

          (iii) the existence of any claim, set-off, defense or other right that
     any Borrower may have at any time against any beneficiary or any transferee
     of a Letter of


                                       31









     Credit (or any Persons for which any such beneficiary or any such
     transferee may be acting), any Issuing Bank, the Agent, any Lender or any
     other Person, whether in connection with the transactions contemplated by
     the L/C Related Documents or any unrelated transaction;

          (iv) any statement or any other document presented under a Letter of
     Credit proving to be forged, fraudulent or invalid in any respect or any
     statement therein being untrue or inaccurate in any respect;

          (v) payment by any Issuing Bank under a Letter of Credit against
     presentation of a draft or certificate that does not substantially comply
     with the terms of such Letter of Credit;

          (vi) any exchange, release or non-perfection of any collateral, or any
     release or amendment or waiver of or consent to departure from any
     guarantee, for all or any of the obligations of any Borrower in respect of
     the L/C Related Documents; or

          (vii) any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing that might, but for the provisions of this
     Section, constitute a legal or equitable discharge of the Borrower's
     obligations hereunder.

          SECTION 2.08. Interest on Revolving Credit Advances. (a) Scheduled
Interest. Each Borrower shall pay interest on the unpaid principal amount of
each Revolving Credit Advance owing by such Borrower to each Lender from the
date of such Revolving Credit Advance until such principal amount shall be paid
in full, at the following rates per annum:

          (i) Base Rate Advances. During such periods as such Revolving Credit
     Advance is a Base Rate Advance, a rate per annum equal at all times to the
     sum of (x) the Base Rate in effect from time to time plus (y) the
     Applicable Margin in effect from time to time plus (z) the Applicable
     Utilization Fee, if any, in effect from time to time, payable in arrears
     quarterly on the last day of each March, June, September and December
     during such periods and on the date such Base Rate Advance shall be paid in
     full.

          (ii) Eurocurrency Rate Advances. During such periods as such Revolving
     Credit Advance is a Eurocurrency Rate Advance, a rate per annum equal at
     all times during each Interest Period for such Revolving Credit Advance to
     the sum of (x) the Eurocurrency Rate for such Interest Period for such
     Revolving Credit Advance plus (y) the Applicable Margin in effect from time
     to time plus (z) the Applicable Utilization Fee, if any, in effect from
     time to time, payable in arrears on the last day of such Interest Period
     and, if such Interest Period has a duration of more than three months, on
     each day that occurs during such Interest Period every three months from
     the first day of such Interest Period and on the date such Eurocurrency
     Rate Advance shall be Converted or paid in full.

          (b) Default Interest. Upon the occurrence and during the continuance
of an Event of Default under Section 6.01(a), each Borrower shall pay interest
on (i) the unpaid principal amount of each Revolving Credit Advance owing by
such Borrower to each Lender,


                                       32









payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above,
at a rate per annum equal at all times to 1% per annum above the rate per annum
required to be paid on such Revolving Credit Advance pursuant to clause (a)(i)
or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount of
any interest, fee or other amount payable hereunder by such Borrower that is not
paid when due, from the date such amount shall be due until such amount shall be
paid in full, payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 1% per annum above the
rate per annum required to be paid on such Revolving Credit Advance pursuant to
clause (a)(i) or (a)(ii) above.

          SECTION 2.09. Interest Rate Determination. (a) Each Reference Bank
agrees to furnish to the Agent timely information for the purpose of determining
each Eurocurrency Rate and each LIBO Rate if the applicable Telerate Page is
unavailable. If any one or more of the Reference Banks shall not furnish such
timely information to the Agent for the purpose of determining any such interest
rate, the Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks. The Agent shall give
prompt notice to the Company and the Lenders of the applicable interest rate
determined by the Agent for purposes of Section 2.08(a)(i) or (ii), and the
rate, if any, furnished by each Reference Bank for the purpose of determining
the interest rate under Section 2.08(a)(ii).

          (b) If, with respect to any Eurocurrency Rate Advances, the Majority
Lenders notify the Agent that (i) they are unable to obtain matching deposits in
the London interbank market at or about 11:00 A.M. (London time) on the second
Business Day before the making of a Borrowing in sufficient amounts to fund
their respective Revolving Credit Advances as part of such Borrowing during its
Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Majority Lenders of
making, funding or maintaining their respective Eurocurrency Rate Advances for
such Interest Period, the Agent shall forthwith so notify each Borrower and the
Lenders, whereupon (A) the Borrower will, on the last day of the then existing
Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated
in Dollars, either (x) prepay such Advances or (y) Convert such Advances into
Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in
any Major Currency, either (x) prepay such Advances or (y) redenominate such
Advances into an Equivalent amount of Dollars and Convert such Advances into
Base Rate Advances, and (B) the obligation of the Lenders to make Eurocurrency
Rate Advances in the same currency as such Eurocurrency Rate Advances shall be
suspended until the Agent shall notify each Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

          (c) If any Borrower, in requesting a Revolving Credit Borrowing
comprised of Eurocurrency Rate Advances, shall fail to select the duration of
the Interest Period for such Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify the Borrower and the Lenders and such Advances
will (to the extent such Eurocurrency Rate Advances remain outstanding on such
day) automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars,
Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are
denominated in any Major Currency, be redenominated into an Equivalent amount of
Dollars and be Converted into Base Rate Advances.

          (d) Upon the occurrence and during the continuance of any Event of
Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will (to the
extent such Eurocurrency Rate Advance remains outstanding on such day)
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted
into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is
denominated in any Major


                                       33









Currency, be redenominated into an Equivalent amount of Dollars and Converted
into a Base Rate Advance and (ii) the obligation of the Lenders to make
Eurocurrency Rate Advances shall be suspended.

          (e) If the applicable Telerate page is unavailable and fewer than two
Reference Banks furnish timely information to the Agent for determining the
Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate
Advances, as the case may be,

          (i) the Agent shall forthwith notify the relevant Borrower and the
     Lenders that the interest rate cannot be determined for such Eurocurrency
     Rate Advances or LIBO Rate Advances, as the case may be,

          (ii) with respect to Eurocurrency Rate Advances, each such Advance
     will (to the extent such Eurocurrency Rate Advance remains outstanding on
     such day) automatically, on the last day of the then existing Interest
     Period therefor, (A) if such Eurocurrency Rate Advance is denominated in
     Dollars, be prepaid by the applicable Borrower or be automatically
     Converted into a Base Rate Advance and (B) if such Eurocurrency Rate
     Advance is denominated in any Major Currency, be prepaid by the applicable
     Borrower or be automatically redenominated into an Equivalent amount of
     Dollars and Converted into a Base Rate Advance (or if such Advance is then
     a Base Rate Advance, will continue as a Base Rate Advance), and

          (iii) the obligation of the Lenders to make Eurocurrency Rate Advances
     or LIBO Rate Advances shall be suspended until the Agent shall notify the
     Borrowers and the Lenders that the circumstances causing such suspension no
     longer exist.

          SECTION 2.10. Prepayments of Revolving Credit Advances. (a) Optional
Prepayments. Each Borrower may, upon notice to the Agent stating the proposed
date and aggregate principal amount of the prepayment, given not later than
11:00 A.M. (New York City time) on the second Business Day prior to the date of
such proposed prepayment, in the case of Eurocurrency Rate Advances, and not
later than 11:00 A.M. (New York City time) on the day of such proposed
prepayment, in the case of Base Rate Advances, and, if such notice is given,
such Borrower shall, prepay the outstanding principal amount of the Revolving
Credit Advances comprising part of the same Revolving Credit Borrowing in whole
or ratably in part, together with accrued interest to the date of such
prepayment on the principal amount prepaid; provided, however, that (x) each
partial prepayment shall be in an aggregate principal amount not less than
$10,000,000 or the Equivalent thereof in a Major Currency (determined on the
date notice of prepayment is given) or an integral multiple of $1,000,000 or the
Equivalent thereof in a Major Currency


                                       34









(determined on the date notice of prepayment is given) in excess thereof and (y)
in the event of any such prepayment of a Eurocurrency Rate Advance other than on
the last day of the Interest Period therefor, such Borrower shall be obligated
to reimburse the Lenders in respect thereof pursuant to Section 9.04(c). Each
notice of prepayment by a Designated Subsidiary shall be given to the
Administrative Agent through the Company.

          (b) Mandatory Prepayments. (i) If, on any date, the sum of (A) the
aggregate principal amount of all Advances denominated in Dollars then
outstanding plus (B) the Equivalent in Dollars (determined on the third Business
Day prior to such date) of the aggregate principal amount of all Advances
denominated in Foreign Currencies then outstanding plus (C) the aggregate
Available Amount of all Letters of Credit denominated in Dollars then
outstanding plus (D) the Equivalent in Dollars (determined on the third Business
Day prior to such date) of the aggregate Available Amount of all Letters of
Credit denominated in Major Currencies then outstanding exceeds 103% of the
aggregate Commitments of the Lenders on such date, the Company and each other
Borrower, if any, shall thereupon promptly prepay the outstanding principal
amount of any Advances owing by such Borrower in an aggregate amount (or deposit
an amount in the L/C Cash Deposit Account) sufficient to reduce such sum
(calculated on the basis of the Available Amount of Letters of Credit being
reduced by the amount in the L/C Cash Deposit Account) to an amount not to
exceed 100% of the aggregate Commitments of the Lenders on such date, together
with any interest accrued to the date of such prepayment on the principal
amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate
Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than the
last day of an Interest Period or at its maturity, any additional amounts which
such Borrower shall be obligated to reimburse to the Lenders in respect thereof
pursuant to Section 9.04(c). The Agent shall give prompt notice of any
prepayment required under this Section 2.10(b)(i) to the Borrowers and the
Lenders.

          (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the
aggregate principal amount of all Eurocurrency Rate Advances denominated in
Major Currencies then outstanding plus (B) the Equivalent in Dollars of the
aggregate principal amount of all Competitive Bid Advances denominated in
Foreign Currencies then outstanding plus (C) the Equivalent in Dollars of the
aggregate Available Amount of all Letters of Credit denominated in Major
Currencies then outstanding (in each case, determined on the third Business Day
prior to such date), shall exceed 110% of $500,000,000, the Company and each
other Borrower shall prepay the outstanding principal amount of any such
Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such
Borrower, on the last day of the Interest Periods relating to such Advances, in
an aggregate amount (or deposit an amount in the L/C Cash Deposit Account)
sufficient to reduce such sum (calculated on the basis of the Available Amount
of Letters of Credit being reduced by the amount in the L/C Cash Deposit
Account) to an amount not to exceed $500,000,000, together with any interest
accrued to the date of such prepayment on the principal amounts prepaid. The
Agent shall give prompt notice of any prepayment required under this Section
2.10(b)(ii) to the Borrowers and the Lenders.

          SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority including, without limitation, any agency
of the European Union or


                                       35









similar monetary or multinational authority (whether or not having the force of
law), there shall be any increase in the cost to any Lender of agreeing to make
or making, funding or maintaining Eurocurrency Rate Advances or LIBO Rate
Advances or agreeing to issue or of issuing or maintaining or participating in
Letters of Credit (excluding for purposes of this Section 2.11 any such
increased costs resulting from (i) Taxes or Other Taxes (as to which Section
2.14 shall govern) and (ii) changes in the basis of taxation of overall net
income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has
its Applicable Lending Office or any political subdivision thereof), then the
Borrower of such Advances shall from time to time, upon demand by such Lender
(with a copy of such demand to the Agent), pay to the Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost, submitted
to such Borrower and the Agent by such Lender, shall be conclusive and binding
for all purposes, absent manifest error.

          (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority including, without limitation, any agency of the European
Union or similar monetary or multinational authority (whether or not having the
force of law) affects or would affect the amount of capital required or expected
to be maintained by such Lender or any corporation controlling such Lender and
that the amount of such capital is increased by or based upon the existence of
such Lender's commitment to lend or to issue or participate in Letters of Credit
hereunder and other commitments of this type or the issuance of or participation
in the Letters of Credit (or similar contingent obligations) hereunder, then,
upon demand by such Lender (with a copy of such demand to the Agent), the
Company shall pay to the Agent for the account of such Lender, from time to time
as specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder. A certificate as
to such amounts submitted to the Company and the Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.

          (c) Any Lender claiming any additional amounts payable pursuant to
this Section 2.11 shall, upon the written request of the Company delivered to
such Lender and the Agent, assign, pursuant to and in accordance with the
provisions of Section 9.06, all of its rights and obligations under this
Agreement and under the Notes to an Eligible Assignee selected by the Company;
provided, however, that (i) no Default shall have occurred and be continuing at
the time of such request and at the time of such assignment; (ii) the assignee
shall have paid to the assigning Lender the aggregate principal amount of, and
any interest accrued and unpaid to the date of such assignment on, the Note or
Notes of such Lender; (iii) the Company shall have paid to the assigning Lender
any and all facility fees and other fees payable to such Lender and all other
accrued and unpaid amounts owing to such Lender under any provision of this
Agreement (including, but not limited to, any increased costs or other
additional amounts owing under this Section 2.11, and any indemnification for
Taxes under Section 2.14) as of the effective date of such assignment and (iv)
if the assignee selected by the Company is not an existing Lender, such assignee
or the Company shall have paid the processing and recordation fee required under
Section 9.06(a) for such assignment; provided further that the assigning
Lender's rights under Sections 2.11, 2.14 and 9.04, and its obligations under
Section 8.05, shall survive such assignment as to matters occurring prior to the
date of assignment.


                                       36









          SECTION 2.12. Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful,
or any central bank or other governmental authority asserts that it is unlawful,
for any Lender or its Eurocurrency Lending Office to perform its obligations
hereunder to make Eurocurrency Rate Advances in Dollars or any Major Currency or
LIBO Rate Advances in Dollars or in any Foreign Currency or to fund or maintain
Eurocurrency Rate Advances in Dollars or in any Major Currency or LIBO Rate
Advances in Dollars or in any Foreign Currency hereunder, (a) each such
Eurocurrency Rate Advance or such LIBO Rate Advance, as the case may be, will
automatically, upon such demand, (i) if such Eurocurrency Rate Advance or LIBO
Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance or
an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as
the case may be, and (ii) if such Eurocurrency Rate Advance or LIBO Rate Advance
is denominated in any Foreign Currency, be redenominated into an Equivalent
amount of Dollars and Converted into a Base Rate Advance or an Advance that
bears interest at the rate set forth in Section 2.08(a)(i), as the case may be,
and (b) the obligation of the Lenders to make such Eurocurrency Rate Advances or
such LIBO Rate Advances shall be suspended until the Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

          SECTION 2.13. Payments and Computations. (a) Each Borrower shall make
each payment hereunder and under any Notes, except with respect to principal of,
interest on, and other amounts relating to, Advances denominated in a Foreign
Currency, not later than 11:00 A.M. (New York City time) on the day when due in
Dollars to the Agent at the applicable Agent's Account in same day funds. Each
Borrower shall make each payment hereunder and under any Notes with respect to
principal of, interest on, and other amounts relating to Advances denominated in
a Foreign Currency not later than 12:00 Noon (at the Payment Office for such
Foreign Currency) on the day when due in such Foreign Currency to the Agent in
same day funds by deposit of such funds to the applicable Agent's Account. The
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal, interest, facility fees or Letter of Credit fees
ratably (other than amounts payable pursuant to Section 2.03, 2.04(c),
2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the
account of their respective Applicable Lending Offices, and like funds relating
to the payment of any other amount payable to any Lender to such Lender for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.06(c), from and after the effective date
specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder and under any Notes in respect of the interest assigned thereby to the
Lender assignee thereunder, and the parties to such Assignment and Acceptance
shall make all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

          (b) All computations of interest based on the Base Rate and of
facility fees shall be made by the Agent on the basis of a year of 365 or 366
days, as the case may be, all computations of interest based on the Eurocurrency
Rate (including the Overnight Eurocurrency Rate) or the Federal Funds Rate and
of Letter of Credit fees shall be made by the Agent on the basis of a year of
360 days and all computations in respect of Competitive Bid Advances shall be


                                       37









made by the Agent or the Sub-Agent, as the case may be, as specified in the
applicable Notice of Competitive Bid Borrowing (or, in each case of Advances
denominated in Foreign Currencies where market practice differs, in accordance
with market practice), in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest, facility fees or Letter of Credit fees are payable. Each determination
by the Agent of an interest rate hereunder shall be conclusive and binding for
all purposes, absent manifest error.

          (c) Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest, facility fee or Letter of
Credit fee, as the case may be; provided, however, that, if such extension would
cause payment of interest on or principal of Eurocurrency Rate Advances or LIBO
Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.

          (d) Unless the Agent shall have received notice from any Borrower
prior to the date on which any payment is due to the Lenders hereunder that such
Borrower will not make such payment in full, the Agent may assume that such
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent such Borrower shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand such amount distributed
to such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Agent, at (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Foreign
Currencies.

          SECTION 2.14. Taxes. (a) Any and all payments by any Borrower
(including the Company in its capacity as a guarantor under Article VII hereof)
hereunder or under the Notes shall be made, in accordance with Section 2.13,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender and the Agent, net income
taxes imposed by the United States or any State thereof and taxes imposed on its
overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction under the laws of which such Lender or the Agent (as
the case may be) is organized or any political subdivision thereof and, in the
case of each Lender, taxes imposed on its overall net income, and franchise
taxes imposed on it in lieu of net income taxes, by the jurisdiction of such
Lender's Applicable Lending Office or any political subdivision thereof (all
such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes"). If any Borrower (including the Company in
its capacity as a guarantor under Article VII hereof) shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Lender or the Agent, (i) the sum payable shall be increased as may
be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.14) such Lender or
the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions


                                       38









been made, (ii) such Borrower shall make such deductions and (iii) such Borrower
shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.

          (b) In addition, each Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes or
from the execution, delivery or registration of, performing under, or otherwise
with respect to, this Agreement or the Notes (hereinafter referred to as "Other
Taxes").

          (c) Each Borrower shall indemnify each Lender and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any taxes
imposed by any jurisdiction on amounts payable under this Section 2.14) imposed
on or paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto; provided, however, that a Borrower shall not be obligated to pay any
amounts in respect of penalties, interest or expenses pursuant to this paragraph
that are payable solely as a result of (i) the failure on the part of the
pertinent Lender or the Agent to pay over those amounts received from the
Borrowers under this clause (c) or (ii) the gross negligence or willful
misconduct on the part of the pertinent Lender or the Agent. This
indemnification shall be made within 30 days from the date such Lender or the
Agent (as the case may be) makes written demand therefor. Each Lender agrees to
provide reasonably prompt notice to the Agent, the Company and any Borrower of
any imposition of Taxes or Other Taxes against such Lender; provided that
failure to give such notice shall not affect such Lender's rights to
indemnification hereunder. Each Lender agrees that it will, promptly upon a
request by the Company or a Borrower having made an indemnification payment
hereunder, furnish to the Company or such Borrower, as the case may be, such
evidence as is reasonably available to such Lender as to the payment of the
relevant Taxes or Other Taxes, and that it will, if requested by the Company or
such Borrower, cooperate with the Company or such Borrower, as the case may be,
in its efforts to obtain a refund or similar relief in respect of such payment.

          (d) Within 30 days after the date of any payment of Taxes by a
Borrower under subsection (a) above, each Borrower shall furnish to the Agent,
at its address referred to in Section 9.02, the original or a certified copy of
a receipt evidencing payment thereof. In the case of any payment hereunder or
under the Notes by or on behalf of any Borrower through an account or branch
outside the United States or by or on behalf of any Borrower by a payor that is
not a United States person, if such Borrower determines that no Taxes are
payable in respect thereof, such Borrower shall furnish, or shall cause such
payor to furnish, to the Agent, at such address, an opinion of counsel
acceptable to the Agent stating that such payment is exempt from Taxes. For
purposes of this subsection (d) and subsection (e), the terms "United States"
and "United States person" shall have the meanings specified in Section 7701 of
the Internal Revenue Code.

          (e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender, on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Lender and on the date it changes its Applicable Lending Office in the case of
any Lender, and from time to time thereafter as requested in writing by any


                                       39









Borrower (unless a change in law renders such Lender unable lawfully to do so),
shall provide the Agent and each Borrower with two original Internal Revenue
Service forms W-8ECI or W-8BEN, as appropriate, or any successor or other form
prescribed by the Internal Revenue Service, certifying that such Lender is
exempt from or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement or the Notes. In addition, each Lender
further agrees to provide any Borrower with any form or document as any Borrower
may reasonably request which is required by any taxing authority outside the
United States in order to secure an exemption from, or reduction in the rate of,
withholding tax in such jurisdiction, if available to such Lender. If the forms
provided by a Lender at the time such Lender first becomes a party to this
Agreement or changes its Applicable Lending Office indicate a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from Taxes unless and until such Lender provides
the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided, however, that, in the case of a
Lender that initially becomes a party to this Agreement pursuant to an
assignment in accordance with Section 9.06 or a Lender that undertakes a change
in its Applicable Lending Office, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any, applicable on the
date of such assignment or change with respect to the assignee Lender or Lender
after the change in Applicable Lending Office, but only to the extent of United
States withholding tax included in Taxes, if any, applicable on the date of such
assignment or change with respect to the assignor Lender or Lender prior to such
change in Applicable Lending Office . If any form or document referred to in
this subsection (e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on the
date hereof by Internal Revenue Service form W-8ECI or W-8BEN, that a Lender
reasonably considers to be confidential, such Lender shall give notice thereof
to each Borrower and shall not be obligated to include in such form or document
such confidential information.

          (f) For any period with respect to which a Lender has failed to
provide each Borrower with the appropriate form described in Section 2.14(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided), such Lender
shall not be entitled to indemnification under Section 2.14(a) or (c) with
respect to Taxes imposed by the United States by reason of such failure;
provided, however, that should a Lender become subject to Taxes because of its
failure to deliver a form required hereunder, each Borrower shall take such
steps as such Lender shall reasonably request to assist such Lender to recover
such Taxes.

          (g) If any Borrower is required to pay any additional amount to any
Lender or to the Agent or on behalf of any of them to any taxing authority
pursuant to this Section 2.14, such Lender shall, upon the written request of
the Company delivered to such Lender and the Agent, assign, pursuant to and in
accordance with the provisions of Section 9.06, all of its rights and
obligations under this Agreement and under the Notes to an Eligible Assignee
selected by the Company; provided, however, that (i) no Default shall have
occurred and be continuing at the time of such request and at the time of such
assignment; (ii) the assignee shall have paid to the assigning Lender the
aggregate principal amount of, and any interest accrued and unpaid to the date
of such assignment on, the Note or Notes of such Lender; (iii) the Company shall
have paid


                                       40









to the assigning Lender any and all facility fees and other fees payable to such
Lender and all other accrued and unpaid amounts owing to such Lender under any
provision of this Agreement (including, but not limited to, any increased costs
or other additional amounts owing under Section 2.11, and any indemnification
for Taxes under this Section 2.14) as of the effective date of such assignment;
and (iv) if the assignee selected by the Company is not an existing Lender, such
assignee or the Company shall have paid the processing and recordation fee
required under Section 9.06(a) for such assignment; provided further that the
assigning Lender's rights under Sections 2.11, 2.14 and 9.04, and its
obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the date of assignment.

          SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
setoff, if any, or otherwise) on account of the Revolving Credit Advances owing
to it (other than pursuant to Section 2.03, 2.04(c), 2.06(b), 2.06(c), 2.11,
2.14 or 9.04(c)) in excess of its Ratable Share of payments on account of the
Revolving Credit Advances obtained by all the Lenders, such Lender shall
forthwith purchase from the other Lenders such participations in the Revolving
Credit Advances owing to them as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, such purchase from each Lender shall be rescinded and
such Lender shall repay to the purchasing Lender the purchase price to the
extent of such recovery together with an amount equal to such Lender's ratable
share (according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. Each Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.15
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of setoff, if any) with respect to such participation as
fully as if such Lender were the direct creditor of such Borrower in the amount
of such participation.

          SECTION 2.16. Use of Proceeds. The proceeds of the Advances shall be
available (and each Borrower agrees that it shall use such proceeds) for general
corporate purposes of such Borrower and its Subsidiaries, including, without
limitation, backstop of commercial paper.

          SECTION 2.17. Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Revolving
Credit Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. Each Borrower agrees that
upon request of any Lender to such Borrower (with a copy of such notice to the
Agent) that such Lender receive a Revolving Credit Note to evidence (whether for
purposes of pledge, enforcement or otherwise) the Revolving Credit Advances
owing to, or to be made by, such Lender, such Borrower shall promptly execute
and deliver to such Lender a Revolving Credit Note payable to the order of such
Lender in a principal amount up to the Revolving Credit Commitment of such
Lender.


                                       41









          (b) The Register maintained by the Agent pursuant to Section 9.06(d)
shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken together) shall be recorded (i) the date and amount of
each Borrowing made hereunder, the Type of Advances comprising such Borrowing
and, if appropriate, the Interest Period applicable thereto, (ii) the terms of
each Assignment and Acceptance delivered to and accepted by it, (iii) the amount
of any principal or interest due and payable or to become due and payable from
each Borrower to each Lender hereunder and (iv) the amount of any sum received
by the Agent from each Borrower hereunder and each Lender's share thereof.

          (c) Entries made in good faith by the Agent in the Register pursuant
to subsection (b) above, and by each Lender in its account or accounts pursuant
to subsection (a) above, shall be prima facie evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrowers to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an
entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of any
Borrower under this Agreement.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

          SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01
and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and
as of the first date (the "Effective Date") on which the following conditions
precedent have been satisfied:

          (a) There shall have occurred no Material Adverse Change since
     December 31, 2002, except as otherwise publicly disclosed prior to the date
     hereof.

          (b) There shall exist no action, suit, investigation, litigation or
     proceeding affecting the Company or any of its Subsidiaries pending or to
     the knowledge of the Company Threatened before any court, governmental
     agency or arbitrator that (i) is reasonably likely to have a Material
     Adverse Effect, other than the matters described on Schedule 3.01(b) hereto
     (the "Disclosed Litigation") or (ii) purports to affect the legality,
     validity or enforceability of this Agreement or any Note of the Company or
     the consummation of the transactions contemplated hereby, and there shall
     have been no adverse change in the status, or financial effect on the
     Company or any of its Subsidiaries, of the Disclosed Litigation from that
     described on Schedule 3.01(b) hereto.

          (c) The Company shall have paid all accrued fees and expenses of the
     Agent and the Lenders in respect of this Agreement.

          (d) On the Effective Date, the following statements shall be true and
     the Agent shall have received a certificate signed by a duly authorized
     officer of the Company, dated the Effective Date, stating that:


                                       42









               (i) The representations and warranties contained in Section 4.01
          are correct on and as of the Effective Date, and

               (ii) No event has occurred and is continuing that constitutes a
          Default.

          (e) The Agent shall have received on or before the Effective Date the
     following, each dated such day, in form and substance satisfactory to the
     Agent:

               (i) The Revolving Credit Notes of the Company to the order of the
          Lenders to the extent requested by any Lender pursuant to Section
          2.17.

               (ii) Certified copies of the resolutions of the Board of
          Directors of the Company approving this Agreement and the Notes of the
          Company, and of all

          documents evidencing other necessary corporate action and governmental
          approvals, if any, with respect to this Agreement and such Notes.

               (iii) A certificate of the Secretary or an Assistant Secretary of
          the Company certifying the names and true signatures of the officers
          of the Company authorized to sign this Agreement and the Notes of the
          Company and the other documents to be delivered hereunder.

               (iv) A favorable opinion of Gail E. Lehman, Assistant General
          Counsel of the Company, substantially in the form of Exhibit F hereto
          and as to such other matters as any Lender through the Agent may
          reasonably request.

               (v) A favorable opinion of Shearman & Sterling LLP, counsel for
          the Agent, substantially in the form of Exhibit H hereto.

               (vi) Such other approvals, opinions or documents as any Lender,
          through the Agent, may reasonably request.

          SECTION 3.02. Conditions Precedent to Initial Borrowing. The
obligation of each Lender to make an Advance on the occasion of the initial
Borrowing hereunder is subject to the following conditions precedent:

          (a) The Effective Date shall have occurred.

          (b) The Company shall have terminated the commitments and paid in full
     all outstanding obligations under the Five Year Credit Agreement dated as
     of December 2, 1999 among the Company, the lenders parties thereto and
     Citibank, as administrative agent, as amended, and each Lender that is a
     party to said credit agreement hereby waives any requirement of prior
     notice to the termination of commitments or prepayment of obligations under
     said credit agreement.

          (c) The Company shall have paid all accrued fees and expenses of the
     Agent (including the billed fees and expenses of counsel to the Agent).


                                       43









          SECTION 3.03. Initial Loan to Each Designated Subsidiary. The
obligation of each Lender to make an initial Advance to each Designated
Subsidiary following any designation of such Designated Subsidiary as a Borrower
hereunder pursuant to Section 9.07 is subject to the Agent's receipt on or
before the date of such initial Advance of each of the following, in form and
substance satisfactory to the Agent and dated such date, and (except for the
Revolving Credit Notes) in sufficient copies for each Lender:

          (a) The Revolving Credit Notes of such Borrower to the order of the
     Lenders to the extent requested by any Lender pursuant to Section 2.17.

          (b) Certified copies of the resolutions of the Board of Directors of
     such Borrower (with a certified English translation if the original thereof
     is not in English) approving this Agreement and the Notes of such Borrower,
     and of all documents evidencing other necessary corporate action and
     governmental approvals, if any, with respect to this Agreement and such
     Notes.

          (c) A certificate of the Secretary or an Assistant Secretary of such
     Borrower certifying the names and true signatures of the officers of such
     Borrower authorized to sign this Agreement and the Notes of such Borrower
     and the other documents to be delivered hereunder.

          (d) A certificate signed by a duly authorized officer of the Company,
     dated as of the date of such initial Advance, certifying that such Borrower
     shall have obtained all governmental and third party authorizations,
     consents, approvals (including exchange control approvals) and licenses
     required under applicable laws and regulations necessary for such Borrower
     to execute and deliver this Agreement and the Notes and to perform its
     obligations thereunder.

          (e) The Designation Letter of such Designated Subsidiary,
     substantially in the form of Exhibit D hereto.

          (f) Evidence of the Process Agent's acceptance of its appointment
     pursuant to Section 9.12(a) as the agent of such Borrower, substantially in
     the form of Exhibit E hereto.

          (g) A favorable opinion of counsel to such Designated Subsidiary,
     dated the date of such initial Advance, substantially in the form of
     Exhibit G hereto.

          (h) Such other approvals, opinions or documents as any Lender, through
     the Agent, may reasonably request.

          SECTION 3.04. Conditions Precedent to Each Revolving Credit Borrowing
and Issuance. The obligation of each Lender to make a Revolving Credit Advance
(other than an Advance made by any Issuing Bank or any Lender pursuant to
Section 2.04(c)) on the occasion of each Revolving Credit Borrowing shall be
subject to the conditions precedent that the Effective Date shall have occurred
and on the date of such Revolving Credit Borrowing or


                                       44









issuance, as the case may be, (a) the following statements shall be true (and
each of the giving of the applicable Notice of Revolving Credit Borrowing,
Notice of Issuance and the acceptance by the Borrower requesting such Revolving
Credit Borrowing or issuance of the proceeds of such Revolving Credit Borrowing
or such issuance shall constitute a representation and warranty by such Borrower
that on the date of such Borrowing or issuance such statements are true):

          (i) the representations and warranties of the Company contained in
     Section 4.01 (except the representations set forth in the last sentence of
     subsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are
     correct on and as of the date of such Revolving Credit Borrowing or
     issuance, before and after giving effect to such Revolving Credit Borrowing
     or issuance and to the application of the proceeds therefrom, as though
     made on and as of such date, and additionally, if such Revolving Credit
     Borrowing or issuance shall have been requested by a Designated Subsidiary,
     the representations and warranties of such Designated Subsidiary contained
     in its Designation Letter are correct on and as of the date of such
     Revolving Credit Borrowing

     or issuance, before and after giving effect to such Revolving Credit
     Borrowing or issuance and to the application of the proceeds therefrom, as
     though made on and as of such date, and

          (ii) no event has occurred and is continuing, or would result from
     such Revolving Credit Borrowing or issuance or from the application of the
     proceeds therefrom, that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

          SECTION 3.05. Conditions Precedent to Each Competitive Bid Borrowing.
The obligation of each Lender that is to make a Competitive Bid Advance on the
occasion of a Competitive Bid Borrowing to make such Competitive Bid Advance as
part of such Competitive Bid Borrowing is subject to the conditions precedent
that (i) the Agent shall have received the written confirmatory Notice of
Competitive Bid Borrowing with respect thereto, (ii) on or before the date of
such Competitive Bid Borrowing, but prior to such Competitive Bid Borrowing, the
Agent shall have received a Competitive Bid Note payable to the order of such
Lender and substantially in the form of Exhibit A-2 hereto for each of the one
or more Competitive Bid Advances to be made by such Lender as part of such
Competitive Bid Borrowing, in a principal amount equal to the principal amount
of the Competitive Bid Advance to be evidenced thereby and otherwise on such
terms as were agreed to for such Competitive Bid Advance in accordance with
Section 2.03, and (iii) on the date of such Competitive Bid Borrowing the
following statements shall be true (and each of the giving of the applicable
Notice of Competitive Bid Borrowing and the acceptance by the Borrower
requesting such Competitive Bid Borrowing of the proceeds of such Competitive
Bid Borrowing shall constitute a representation and warranty by such Borrower
that on the date of such Competitive Bid Borrowing such statements are true):

          (a) the representations and warranties of the Company contained in
     Section 4.01 (except the representations set forth in the last sentence of
     subsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are
     correct on and as of the date of


                                       45









     such Competitive Bid Borrowing, before and after giving effect to such
     Competitive Bid Borrowing and to the application of the proceeds therefrom,
     as though made on and as of such date, and, if such Competitive Bid
     Borrowing shall have been requested by a Designated Subsidiary, the
     representations and warranties of such Designated Subsidiary contained in
     its Designation Letter are correct on and as of the date of such
     Competitive Bid Borrowing, before and after giving effect to such
     Competitive Bid Borrowing and to the application of the proceeds therefrom,
     as though made on and as of such date,

          (b) no event has occurred and is continuing, or would result from such
     Competitive Bid Borrowing or from the application of the proceeds
     therefrom, that constitutes a Default, and

          (c) no event has occurred and no circumstance exists as a result of
     which the information concerning such Borrower that has been provided to
     the Agent and each Lender by such Borrower in connection herewith would
     include an untrue statement of a

     material fact or omit to state any material fact necessary to make the
     statements contained therein, in the light of the circumstances under which
     they were made, not misleading,

and (iv) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

          SECTION 3.06. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Company,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          SECTION 4.01. Representations and Warranties of the Company. The
Company represents and warrants as follows:

          (a) The Company is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Delaware.

          (b) The execution, delivery and performance by the Company of this
     Agreement and the Notes of the Company, and the consummation of the
     transactions contemplated hereby, are within the Company's corporate
     powers, have been duly authorized by all necessary corporate action, and do
     not and will not cause or constitute a violation of any provision of law or
     regulation or any provision of the Certificate of Incorporation or By-Laws
     of the Company or result in the breach of, or constitute a


                                       46









     default or require any consent under, or result in the creation of any
     lien, charge or encumbrance upon any of the properties, revenues, or assets
     of the Company pursuant to, any indenture or other agreement or instrument
     to which the Company is a party or by which the Company or its property may
     be bound or affected.

          (c) No authorization, consent, approval (including any exchange
     control approval), license or other action by, and no notice to or filing
     or registration with, any governmental authority, administrative agency or
     regulatory body or any other third party is required for the due execution,
     delivery and performance by the Company of this Agreement or the Notes of
     the Company.

          (d) This Agreement has been, and each of the Notes when delivered
     hereunder will have been, duly executed and delivered by the Company. This
     Agreement is, and each of the Notes of the Company when delivered hereunder
     will be, the legal, valid and binding obligation of the Company enforceable
     against the Company in accordance with their respective terms, except to
     the extent that such enforcement may be limited by

     applicable bankruptcy, insolvency and other similar laws affecting
     creditors' rights generally.

          (e) The Consolidated balance sheet of the Company and its Consolidated
     Subsidiaries as at December 31, 2002, and the related Consolidated
     statements of income and cash flows of the Company and its Consolidated
     Subsidiaries for the fiscal year then ended (together with the notes to the
     financial statements of the Company and its Consolidated Subsidiaries and
     the Consolidated statements of cash flows of the Company and its
     Consolidated Subsidiaries), accompanied by an opinion of one or more
     nationally recognized firms of independent public accountants, and the
     Consolidated balance sheet of the Company and its Consolidated Subsidiaries
     as at September 30, 2003, and the related Consolidated statements of income
     and cash flows of the Company and its Consolidated Subsidiaries for the
     nine months then ended, duly certified by the principal financial officer
     of the Company, copies of which have been furnished to each Lender, are
     materially complete and correct, and fairly present, subject, in the case
     of said balance sheet as at September 30, 2003, and said statements of
     income and cash flows for the nine months then ended, to year-end audit
     adjustments, the Consolidated financial condition of the Company and its
     Consolidated Subsidiaries as at such dates and the Consolidated results of
     the operations of the Company and its Consolidated Subsidiaries for the
     periods ended on such dates, all in accordance with GAAP consistently
     applied, except as otherwise noted therein; the Company and its
     Consolidated Subsidiaries do not have on such date any material contingent
     liabilities, liabilities for taxes, unusual forward or long-term
     commitments or unrealized or anticipated losses from any unfavorable
     commitments, except as referred to or reflected or provided for in such
     balance sheet or the notes thereto as at such date. No Material Adverse
     Change has occurred since December 31, 2002, except as otherwise publicly
     disclosed prior to the date hereof.

          (f) There is no action, suit, investigation, litigation or proceeding,
     including, without limitation, any Environmental Action, pending or to the
     knowledge of the Company Threatened affecting the Company or any of its
     Subsidiaries before any court, governmental agency or arbitrator that (i)
     is reasonably likely to have a Material Adverse


                                       47









     Effect (other than the Disclosed Litigation), or (ii) purports to affect
     the legality, validity or enforceability of this Agreement or any Note or
     the consummation of the transactions contemplated hereby, and there has
     been no adverse change in the status, or financial effect on the Company or
     any of its Subsidiaries, of the Disclosed Litigation from that described on
     Schedule 3.01(b) hereto.

          (g) Following application of the proceeds of each Advance, not more
     than 25 percent of the value of the assets (either of the Borrower of such
     Advance or of such Borrower and its Subsidiaries on a Consolidated basis)
     subject to the provisions of Section 5.02(a) or subject to any restriction
     contained in any agreement or instrument between such Borrower and any
     Lender or any Affiliate of any Lender relating to Debt and within the scope
     of Section 6.01(e) will be margin stock (within the meaning of Regulation U
     issued by the Board of Governors of the Federal Reserve System).

          (h) The Company and each wholly-owned direct Subsidiary of the Company
     have, in the aggregate, met their minimum funding requirements under ERISA
     with

     respect to their Plans in all material respects and have not incurred any
     material liability to the PBGC, other than for the payment of premiums, in
     connection with such Plans.

          (i) No ERISA Event has occurred or is reasonably expected to occur
with respect to any Plan of the Company or any of its ERISA Affiliates that has
resulted in or is reasonably likely to result in a material liability of the
Company or any of its ERISA Affiliates.

          (j) The Schedules B (Actuarial Information) to the 2002 annual reports
(Form 5500 Series) with respect to each Plan of the Company or any of its ERISA
Affiliates, copies of which have been filed with the Internal Revenue Service
(and which will be furnished to any Bank through the Administrative Agent upon
the request of such Bank through the Administrative Agent to the Company), are
complete and accurate in all material respects and fairly present in all
material respects the funding status of such Plans at such date, and since the
date of each such Schedule B there has been no material adverse change in
funding status.

          (k) Neither the Company nor any of its ERISA Affiliates has incurred
or reasonably expects to incur any Withdrawal Liability to any Multiemployer
Plan in an annual amount exceeding 6% of Net Tangible Assets of the Company and
its Consolidated Subsidiaries.

          (l) Neither the Company nor any of its ERISA Affiliates has been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization or has been terminated, within the meaning of Title IV of
ERISA. No such Multiemployer Plan is reasonably expected to be in reorganization
or to be terminated, within the meaning of Title IV of ERISA, in a
reorganization or termination which might reasonably be expected to result in a
liability of the Company in an amount in excess of $5,000,000.

          (m) The Company is not, and immediately after the application by the
     Company of the proceeds of each Loan will not be, (a) an "investment
     company" within the meaning of the Investment Company Act of 1940, as
     amended, or (b) a "holding company" within the meaning of the Public
     Utility Holding Company Act of 1935, as amended.


                                       48









          (n) To the best of the Company's knowledge, the operations and
     properties of the Company and its Subsidiaries taken as a whole comply in
     all material respects with all Environmental Laws, all necessary
     Environmental Permits have been applied for or have been obtained and are
     in effect for the operations and properties of the Company and its
     Subsidiaries and the Company and its Subsidiaries are in compliance in all
     material respects with all such Environmental Permits. To the best of the
     Company's knowledge no circumstances exist that would be reasonably likely
     to form the basis of an Environmental Action against the Company or any of
     its Subsidiaries or any of their properties that could have a Material
     Adverse Effect.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

          SECTION 5.01. Affirmative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Company
will:

          (a) Compliance with Laws, Etc. Comply, and cause each Designated
     Subsidiary to comply with all applicable laws, rules, regulations and
     orders, such compliance to include, without limitation, compliance with
     ERISA and Environmental Laws as provided in Section 5.01(j), if failure to
     comply with such requirements would have a Material Adverse Effect.

          (b) Payment of Taxes, Etc. Pay and discharge, and cause each
     Designated Subsidiary to pay and discharge, all taxes, assessments and
     governmental charges or levies imposed upon it or on its income or profits
     or upon any of its property; provided, however, that neither the Company
     nor any of its Subsidiaries shall be required to pay or discharge any such
     tax, assessment, charge or claim that is being contested in good faith and
     by proper proceedings and as to which appropriate reserves are being
     maintained.

          (c) Maintenance of Insurance. Maintain, and cause each Designated
     Subsidiary to maintain, insurance with responsible and reputable insurance
     companies or associations in such amounts and covering such risks as is
     usually carried by companies engaged in similar businesses and owning
     similar properties in the same general areas in which the Company or such
     Subsidiary operates.

          (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
     and cause each Designated Subsidiary to preserve and maintain, its
     corporate existence and all its material rights (charter and statutory)
     privileges and franchises; provided, however, that the Company and each
     Designated Subsidiary may consummate any merger, consolidation or sale of
     assets permitted under Section 5.02(b).

          (e) Visitation Rights. At any reasonable time and from time to time
     upon reasonable notice but not more than once a year unless an Event of
     Default has occurred and is continuing, permit the Agent or any of the
     Lenders or any agents or representatives thereof, to examine and make
     copies of and abstracts from the records and books of account of, and visit
     the properties of, the Company and any Designated Subsidiary, and


                                       49









     to discuss the affairs, finances and accounts of the Company and any
     Designated Subsidiary with any of their officers or directors and with
     their independent certified public accountants.

          (f) Keeping of Books. Keep, and cause each Designated Subsidiary to
     keep, proper books of record and account, in which full and correct entries
     shall be made of all financial transactions and the assets and business of
     the Company and each Designated Subsidiary in accordance with generally
     accepted accounting principles in effect from time to time.

          (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
     each Designated Subsidiary to maintain and preserve, all of its properties
     that are used or useful in the conduct of its business in good working
     order and condition, ordinary wear and tear excepted; provided, however,
     that neither the Company nor any of its Designated Subsidiaries shall be
     required to maintain or preserve any property if the failure to maintain or
     preserve such property shall not have a Material Adverse Effect.

          (h) Reporting Requirements. Furnish to the Agent (with a copy for each
     Lender) and the Agent shall promptly forward the same to the Lenders:

               (i) as soon as available and in any event within 60 days after
          the end of each of the first three quarters of each fiscal year of the
          Company, a Consolidated balance sheet of the Company and its
          Consolidated Subsidiaries as of the end of such quarter and a
          Consolidated statement of income and cash flows of the Company and its
          Consolidated Subsidiaries for the period commencing at the end of the
          previous fiscal year and ending with the end of such quarter, setting
          forth in each case in comparative form the corresponding figures as of
          the corresponding date and for the corresponding period of the
          preceding fiscal year, all in reasonable detail and certified by the
          principal financial officer, principal accounting officer, the
          Vice-President and Treasurer or an Assistant Treasurer of the Company,
          subject, however, to year-end auditing adjustments, which certificate
          shall include a statement that such officer has no knowledge, except
          as specifically stated, of any condition, event or act which
          constitutes a Default;

               (ii) as soon as available and in any event within 120 days after
          the end of each fiscal year of the Company, a Consolidated balance
          sheet of the Company and its Consolidated Subsidiaries as of the end
          of such fiscal year and the related Consolidated statements of income
          and cash flows of the Company and its Consolidated Subsidiaries for
          such fiscal year setting forth in each case in comparative form the
          corresponding figures as of the close of and for the preceding fiscal
          year, all in reasonable detail and accompanied by an opinion of
          independent public accountants of nationally recognized standing, as
          to said financial statements and a certificate of the principal
          financial officer, principal accounting officer, the Vice-President
          and Treasurer or an Assistant Treasurer of the Company stating that
          such officer has no knowledge, except as specifically stated, of any
          condition, event or act which constitutes a Default;


                                       50









               (iii) copies of the Forms 8-K and 10-K reports (or similar
          reports) which the Company is required to file with the Securities and
          Exchange Commission of the United States of America, promptly after
          the filing thereof;

               (iv) copies of each annual report, quarterly report, special
          report or proxy statement mailed to substantially all of the
          stockholders of the Company, promptly after the mailing thereof to the
          stockholders;

               (v) immediate notice of the occurrence of any Default of which
          the principal financial officer, principal accounting officer, the
          Vice-President and Treasurer or an Assistant Treasurer of the Company
          shall have knowledge;

               (vi) as soon as available and in any event within 15 days after
          the Company or any of its ERISA Affiliates knows or has reason to know
          that any ERISA Event has occurred, a statement of a senior officer of
          the Company with responsibility for compliance with the requirements
          of ERISA describing such

          ERISA Event and the action, if any, which the Company or such ERISA
          Affiliate proposes to take with respect thereto;

               (vii) at the request of any Lender, promptly after the filing
          thereof with the Internal Revenue Service, copies of Schedule B
          (Actuarial Information) to each annual report (Form 5500 series) filed
          by the Company or any of its ERISA Affiliates with respect to each
          Plan;

               (viii) promptly after receipt thereof by the Company or any of
          its ERISA Affiliates, copies of each notice from the PBGC stating its
          intention to terminate any Plan or to have a trustee appointed to
          administer any Plan;

               (ix) promptly after such request, such other documents and
          information relating to any Plan as any Lender may reasonably request
          from time to time;

               (x) promptly and in any event within five Business Days after
          receipt thereof by the Company or any of its ERISA Affiliates from the
          sponsor of a Multiemployer Plan, copies of each notice concerning (A)
          (x) the imposition of Withdrawal Liability in an amount in excess of
          $5,000,000 with respect to any one Multiemployer Plan or in an
          aggregate amount in excess of $25,000,000 with respect to all such
          Multiemployer Plans within any one calendar year or (y) the
          reorganization or termination, within the meaning of Title IV of
          ERISA, of any Multiemployer Plan that has resulted or might reasonably
          be expected to result in Withdrawal Liability in an amount in excess
          of $5,000,000 or of all such Multiemployer Plans that has resulted or
          might reasonably be expected to result in Withdrawal Liability in an
          aggregate amount in excess of $25,000,000 within any one calendar year
          and (B) the amount of liability incurred, or that may be incurred, by
          the Company or any of its ERISA Affiliates in connection with any
          event described in such subclause (x) or (y);

               (xi) promptly after the commencement thereof, notice of all
          actions and proceedings before any court, governmental agency or
          arbitrator affecting the


                                       51









          Borrower or any Designated Subsidiary of the type described in Section
          4.01(f); and

               (xii) from time to time such further information respecting the
          financial condition and operations of the Company and its Subsidiaries
          as any Lender may from time to time reasonably request.

          (i) Authorizations. Obtain, and cause each Designated Subsidiary to
     obtain, at any time and from time to time all authorizations, licenses,
     consents or approvals (including exchange control approvals) as shall now
     or hereafter be necessary or desirable under applicable law or regulations
     in connection with its making and performance of this Agreement and, upon
     the request of any Lender, promptly furnish to such Lender copies thereof.

          (j) Compliance with Environmental Laws. Comply, and cause each of its
     Subsidiaries and all lessees and other Persons operating or occupying its
     properties to

     comply, in all material respects, with all applicable Environmental Laws
     and Environmental Permits; obtain and renew and cause each of its
     Subsidiaries to obtain and renew all Environmental Permits necessary for
     its operations and properties; and conduct, and cause each of its
     Subsidiaries to conduct, any investigation, study, sampling and testing,
     and undertake any cleanup, removal, remedial or other action necessary to
     remove and clean up all Hazardous Materials from any of its properties, in
     accordance with the requirements of all Environmental Laws; provided,
     however, that neither the Company nor any of its Subsidiaries shall be
     required to undertake any such cleanup, removal, remedial or other action
     to the extent that its obligation to do so is being contested in good faith
     and by proper proceedings and appropriate reserves are being maintained
     with respect to such circumstances.

          (k) Change of Control. If a Change of Control shall occur, within ten
     calendar days after the occurrence thereof, provide the Agent with notice
     thereof, describing therein in reasonable detail the facts and
     circumstances giving rise to such Change in Control.

          SECTION 5.02. Negative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, the Company will not:

          (a) Liens, Etc. Issue, assume or guarantee, or permit any of its
     Subsidiaries owning Restricted Property to issue, assume or guarantee, any
     Debt secured by Liens on or with respect to any Restricted Property without
     effectively providing that its obligations to the Lenders under this
     Agreement and any of the Notes shall be secured equally and ratably with
     such Debt so long as such Debt shall be so secured, except that the
     foregoing shall not apply to:

               (i) Liens affecting property of the Company or any of its
          Subsidiaries existing on the Effective Date in effect as of the date
          hereof or of any corporation


                                       52









          existing at the time it becomes a Subsidiary of the Company or at the
          time it is merged into or consolidated with the Company or a
          Subsidiary of the Company;

               (ii) Liens on property of the Company or its Subsidiaries
          existing at the time of acquisition thereof or incurred to secure the
          payment of all or part of the purchase price thereof or to secure Debt
          incurred prior to, at the time of or within 24 months after
          acquisition thereof for the purpose of financing all or part of the
          purchase price thereof;

               (iii) Liens on property of the Company or its Subsidiaries (in
          the case of property that is, in the opinion of the Board of Directors
          of the Company, substantially unimproved for the use intended by the
          Company) to secure all or part of the cost of improvement thereof, or
          to secure Debt incurred to provide funds for any such purpose;

               (iv) Liens which secure only Debt owing by a Subsidiary of the
          Company to the Company or to another Subsidiary of the Company;

               (v) Liens in favor of the United States of America, any State,
          any foreign country, or any department, agency, instrumentality, or
          political subdivisions of any such jurisdiction, to secure partial,
          progress, advance or other payments pursuant to any contract or
          statute or to secure any Debt incurred for the purpose of financing
          all or any part of the purchase price or cost of constructing or
          improving the property subject thereto, including, without limitation,
          Liens to secure Debt of the pollution control or industrial revenue
          bond type; or

               (vi) any extension, renewal or replacement (or successive
          extensions, renewals or replacements), in whole or in part, of any
          Lien referred to in the foregoing clauses (i) to (v) inclusive of any
          Debt secured thereby, provided that the principal amount of Debt
          secured thereby shall not exceed the principal amount of Debt so
          secured at the time of such extension, renewal or replacement, and
          that such extension, renewal or replacement Lien shall be limited to
          all or part of the property which secured the Lien extended, renewed
          or replaced (plus improvements on such property);

     provided, however, that, the Company and any one or more Subsidiaries
     owning Restricted Property may issue, assume or guarantee Debt secured by
     Liens which would otherwise be subject to the foregoing restrictions in an
     aggregate principal amount which, together with the aggregate outstanding
     principal amount of all other Debt of the Company and its Subsidiaries
     owning Restricted Property that would otherwise be subject to the foregoing
     restrictions (not including Debt permitted to be secured under clause (i)
     through (vi) above) and the aggregate value of the Sale and Leaseback
     Transactions in existence at such time, does not at any one time exceed 10%
     of the Net Tangible Assets of the Company and its Consolidated
     Subsidiaries; and provided further that the following type of transaction,
     among others, shall not be deemed to create Debt secured by Liens: Liens
     required by any contract or statute in order to permit the Company or any
     of its Subsidiaries to perform any contract or subcontract made by it


                                       53









     with or at the request of the United States of America, any foreign country
     or any department, agency or instrumentality of any of the foregoing
     jurisdictions.

          (b) Mergers, Etc. Merge or consolidate with or into, or convey,
     transfer, lease or otherwise dispose of (whether in one transaction or in a
     series of transactions) all or substantially all of its assets (whether now
     owned or hereafter acquired) to, any Person; provided, however, that the
     Company may merge or consolidate with any other Person so long as the
     Company is the surviving corporation and so long as no Default shall have
     occurred and be continuing at the time of such proposed transaction or
     would result therefrom.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

          SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

          (a) Any Borrower shall fail to pay: (i) any principal of any Advance
     when the same becomes due and payable; (ii) any facility fees or any
     interest on any Advance payable under this Agreement or any Note within
     three Business Days after the same becomes due and payable; or (iii) any
     other fees or other amounts payable under this Agreement or any Notes
     within 30 days after the same becomes due and payable other than those fees
     and amounts the liabilities for which are being contested in good faith by
     such Borrower and which have been placed in Escrow by such Borrower; or

          (b) Any representation or warranty made (or deemed made) by any
     Borrower (or any of its officers) in connection with this Agreement or by
     any Designated Subsidiary in the Designation Letter pursuant to which such
     Designated Subsidiary became a Borrower hereunder shall prove to have been
     incorrect in any material respect when made (or deemed made); or

          (c) The Company shall repudiate its obligations under, or shall
     default in the due performance or observance of, any term, covenant or
     agreement contained in Article VII of this Agreement; or

          (d) (i) The Company shall fail to perform or observe any other term,
     covenant or agreement contained in Section 5.02(a) and such failure shall
     remain unremedied for a period of 30 days after any Lender shall have given
     notice thereof to the Company (through the Agent), or (ii) the Company or
     any other Borrower shall fail to perform or to observe any other term,
     covenant or agreement contained in this Agreement on its part to be
     performed or observed and such failure shall remain unremedied for a period
     of 30 days after any Lender shall have given notice thereof to the relevant
     Borrower or, in the case of the Company, any of the principal financial
     officer, the principal accounting officer, the Vice-President and Treasurer
     or an Assistant Treasurer of the Company, and in the case of any other
     Borrower, a responsible officer of such Borrower, first has knowledge of
     such failure; or


                                       54









          (e) (i) The Company or any of its Consolidated or Designated
     Subsidiaries shall fail to pay any principal of or premium or interest on
     any Debt (other than Debt owed to the Company or its Subsidiaries or
     Affiliates) that is outstanding in a principal amount of at least
     $150,000,000 in the aggregate (but excluding Debt outstanding hereunder and
     Debt owed by such party to any bank, financial institution or other
     institutional lender to the extent the Borrower or any Subsidiary has
     deposits with such bank, financial institution or other institutional
     lender sufficient to repay such Debt) of the Company or such Subsidiary (as
     the case may be), when the same becomes due and payable (whether by
     scheduled maturity, required prepayment, acceleration, demand or
     otherwise), and such failure shall continue after the applicable grace
     period, if any, specified in the agreement or instrument relating to such
     Debt, or (ii) any other event shall occur or condition shall exist under
     any agreement or instrument relating to any such Debt and shall continue
     after the applicable grace period, if any, specified in such agreement or
     instrument, if the effect of such event or condition is to accelerate, or
     to permit the acceleration of, the maturity of such Debt, or (iii) any such
     Debt shall be declared to be due and payable, or required to be prepaid or
     redeemed (other than by a regularly scheduled required prepayment or
     redemption), purchased or defeased, or an offer to prepay, redeem, purchase
     or defease such Debt shall be required to be made, in each case prior to
     the stated maturity thereof; provided, however, that, for purposes of this
     Section 6.0l(e), in the case of (x) Debt of any Person (other than the
     Company or one of its Consolidated Subsidiaries) which the Company has
     guaranteed and (y) Debt of Persons (other than the Company or one of its
     Consolidated Subsidiaries) the payment of which is secured by a Lien on
     property of the Company or such Subsidiary, such Debt shall be deemed to
     have not been paid when due or to have been declared to be due and payable
     only when the Company or such Subsidiary, as the case may be, shall have
     failed to pay when due any amount which it shall be obligated to pay with
     respect to such Debt; provided further, however, that any event or
     occurrence described in this subsection (e) shall not be an Event of
     Default if (A) such event or occurrence relates to the Debt of any
     Subsidiary of the Company located in China, India, the Commonwealth of
     Independent States or Turkey (collectively, the "Exempt Countries"), (B)
     such Debt is not guaranteed or supported in any legally enforceable manner
     by any Borrower or by any Subsidiary or Affiliate of the Company located
     outside the Exempt Countries, (C) such event or occurrence is due to the
     direct or indirect action of any government entity or agency in any Exempt
     Country and (D) as of the last day of the calendar quarter immediately
     preceding such event or occurrence, the book value of the assets of such
     Subsidiary does not exceed $150,000,000 and the aggregate book value of the
     assets of all Subsidiaries of the Company located in Exempt Countries the
     Debt of which would cause an Event of Default to occur but for the effect
     of this proviso does not exceed $500,000,000; or

          (f) The Company or any of its Designated or Consolidated Subsidiaries
     shall generally not pay its debts as such debts become due, or shall admit
     in writing its inability to pay its debts generally, or shall make a
     general assignment for the benefit of creditors; or any proceeding shall be
     instituted by or against the Company or any such Subsidiaries seeking to
     adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief, or composition
     of it or its debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an order for
     relief or the appointment of a receiver,


                                       55









     trustee, custodian or other similar official for it or for any substantial
     part of its property and, in the case of any such proceeding instituted
     against it (but not instituted by it), either such proceeding shall remain
     undismissed or unstayed for a period of 30 days, or any of the actions
     sought in such proceeding (including, without limitation, the entry of an
     order for relief against, or the appointment of a receiver, trustee,
     custodian or other similar official for, it or for any substantial part of
     its property) shall occur; or the Company or any such Subsidiaries shall
     take any corporate action to authorize any of the actions set forth above
     in this subsection (f); provided, however, that any event or occurrence
     described in this subsection (f) shall not be an Event of Default if (A)
     such event or occurrence relates to any Subsidiary of the Company located
     in an Exempt Country, (B) the Debt of such Subsidiary is not guaranteed or
     supported in any legally enforceable manner by any Borrower or by any
     Subsidiary or Affiliate of the Company located outside the Exempt
     Countries, (C) such event or occurrence is due to the direct or indirect
     action of any government entity or agency in any Exempt Country and (D) as
     of the last day of the calendar quarter immediately preceding such event or
     occurrence, the book value of the assets of such Subsidiary does not exceed
     $150,000,000 and the aggregate book value of the assets of all Subsidiaries
     of the Company located in Exempt

     Countries with respect to which the happening of the events or occurrences
     described in this subsection (f) would cause an Event of Default to occur
     but for the effect of this proviso does not exceed $500,000,000; or

          (g) Any judgment or order for the payment of money in excess of
     $150,000,000 shall be rendered against the Company or any of its
     Subsidiaries and enforcement proceedings shall have been commenced by any
     creditor upon such judgment or order and there shall be any period of 10
     consecutive days during which a stay of enforcement of such judgment or
     order, by reason of a pending appeal or otherwise, shall not be in effect;
     provided, however, that any such judgment or order shall not be an Event of
     Default under this Section 6.01(g) if (A) such judgment or order is
     rendered against any Subsidiary of the Company located in an Exempt
     Country, (B) the Debt of such Subsidiary is not guaranteed or supported in
     any legally enforceable manner by any Borrower or by any Subsidiary or
     Affiliate of the Company located outside the Exempt Countries, (C) such
     judgment or order is due to the direct or indirect action of any government
     entity or agency in any Exempt Country and (D) as of the last day of the
     calendar quarter immediately preceding the tenth consecutive day of the
     stay period referred to above, the book value of the assets of such
     Subsidiary does not exceed $150,000,000 and the aggregate book value of the
     assets of all Subsidiaries of the Company located in Exempt Countries the
     judgments and orders against which would cause an Event of Default to occur
     but for the effect of this proviso does not exceed $500,000,000; or

          (h) Any non-monetary judgment or order shall be rendered against the
     Company or any of its Subsidiaries that is reasonably likely to have a
     Material Adverse Effect, and enforcement proceedings shall have been
     commenced by any Person upon such judgment or order and there shall be any
     period of 10 consecutive days during which a stay of enforcement of such
     judgment or order, by reason of a pending appeal or otherwise, shall not be
     in effect; or


                                       56









          (i) Any license, consent, authorization or approval (including
     exchange control approvals) now or hereafter necessary to enable the
     Company or any Designated Subsidiary to comply with its obligations herein
     or under any Notes of such Borrower shall be modified, revoked, withdrawn,
     withheld or suspended; or

          (j) (i) Any ERISA Event shall have occurred with respect to a Plan of
     any Borrower or any of its ERISA Affiliates and the sum (determined as of
     the date of occurrence of such ERISA Event) of the Insufficiency of such
     Plan and the Insufficiency of any and all other Plans of the Borrowers and
     their ERISA Affiliates with respect to which an ERISA Event shall have
     occurred and then exist (or the liability of the Borrowers and their ERISA
     Affiliates related to such ERISA Event) exceeds $150,000,000; or (ii) any
     Borrower or any of its ERISA Affiliates shall be in default, as defined in
     Section 4219(c)(5) of ERISA, with respect to any payment of Withdrawal
     Liability and the sum of the outstanding balance of such Withdrawal
     Liability and the outstanding balance of any other Withdrawal Liability
     that any Borrower or any of its ERISA Affiliates has incurred exceeds 6% of
     Net Tangible Assets of the Company and its Consolidated Subsidiaries; or
     (iii) any Borrower or any of its ERISA Affiliates shall have been notified
     by the sponsor of a Multiemployer Plan of such Borrower or any of its ERISA
     Affiliates that such Multiemployer Plan is in reorganization or is being
     terminated, within the meaning of Title IV of ERISA, and as a result of
     such reorganization or termination the aggregate annual contributions of
     the Borrowers and their ERISA Affiliates to all Multiemployer Plans that
     are then in reorganization or being terminated have been or will be
     increased over the amounts contributed to such Multiemployer Plans for the
     plan years of such Multiemployer Plans immediately preceding the plan year
     in which such reorganization or termination occurs by an amount exceeding
     $150,000,000; or

then, and (i) in any such event (except as provided in clause (ii) below), the
Agent (A) shall at the request, or may with the consent, of the Majority
Lenders, by notice to the Company, declare the obligation of each Lender to make
Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section
2.04(c)) and of the Issuing Banks to issue Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, and (B) shall at the request, or
may with the consent, of the Majority Lenders, by notice to the Company, declare
the Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrowers and (ii) in the case of the
occurrence of any Event of Default described in clause (i) or (ii) of Section
6.01(a), the Agent shall, at the request, or may with the consent, of the
Lenders which have made or assumed under this Agreement at least 66-2/3% of the
aggregate principal amount (based in respect of Competitive Bid Advances
denominated in Foreign Currencies on the Equivalent in Dollars on the date of
such request) of Competitive Bid Advances then outstanding and to whom such
Advances are owed, by notice to the Company, declare the full unpaid principal
of and accrued interest on all Competitive Bid Advances hereunder and all other
obligations of the Borrowers hereunder to be immediately due and payable,
whereupon such Advances and such obligations shall be immediately due and
payable, without presentment, demand, protest or other further notice of any
kind, all of which are hereby expressly waived by the Borrowers; provided,
however, that in


                                       57









the event of an actual or deemed entry of an order for relief with respect to
any Borrower under the United States Bankruptcy Code of 1978, as amended, (x)
the obligation of each Lender to make Advances (other than Advances by an
Issuing Bank or a Lender pursuant to Section 2.04(c)) and of the Issuing Banks
to issue Letters of Credit shall automatically be terminated and (y) the
Advances, all such interest and all such amounts shall automatically become and
be due and payable, without presentment, demand, protest or any notice of any
kind, all of which are hereby expressly waived by the Borrowers.

          SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Agent may with the consent, or shall at the request, of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Company to, and forthwith upon such
demand the Company will, (a) pay to the Agent on behalf of the Lenders in same
day funds at the Agent's office designated in such demand, for deposit in the
L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of
all Letters of Credit then outstanding or (b) make such other reasonable
arrangements in respect of the outstanding Letters of Credit as shall be
acceptable to the Required Lenders; provided, however, that in the event of an
actual or deemed entry of an order for relief with respect to any Borrower under
the United States Bankruptcy Code of 1978, as amended, the Borrowers shall
immediately pay to the Agent on behalf of the Lenders for deposit in the L/C
Cash Deposit Account, an amount equal to the aggregate Available Amount of all
Letters of Credit then outstanding, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by the Borrowers.
If at any time the Agent reasonably determines that any funds held in the L/C
Cash Deposit Account are subject to any right or interest of any Person other
than the Agent and the Lenders or that the total amount of such funds is less
than the aggregate Available Amount of all Letters of Credit, the Borrowers
will, forthwith upon demand by the Agent, pay to the Agent, as additional funds
to be deposited and held in the L/C Cash Deposit Account, an amount equal to the
excess of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Deposit Account that are free and clear
of any such right and interest. Upon the drawing of any Letter of Credit, to the
extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be
applied to reimburse the Issuing Banks to the extent permitted by applicable
law, and if so applied, then such reimbursement shall be deemed a repayment of
the corresponding Advance in respect of such Letter of Credit. After all such
Letters of Credit shall have expired or been fully drawn upon and all other
obligations of the Borrowers hereunder and under the Notes shall have been paid
in full, the balance, if any, in such L/C Cash Deposit Account shall be promptly
returned to the Company.

                                   ARTICLE VII

                                    GUARANTEE

          SECTION 7.01. Unconditional Guarantee. For valuable consideration,
receipt whereof is hereby acknowledged, and to induce each Lender to make
Advances to the Designated Subsidiaries and to induce the Agent to act
hereunder, the Company hereby unconditionally and irrevocably guarantees to each
Lender and the Agent that:


                                       58









          (a) the principal of and interest on each Advance to each Designated
     Subsidiary shall be promptly paid in full when due (whether at stated
     maturity, by acceleration or otherwise) in accordance with the terms
     hereof, and, in case of any extension of time of payment, in whole or in
     part, of such Advance, that all such sums shall be promptly paid when due
     (whether at stated maturity, by acceleration or otherwise) in accordance
     with the terms of such extension; and

          (b) all other amounts payable hereunder by any Designated Subsidiary
     to any Lender or the Agent or the Sub-Agent, as the case may be, shall be
     promptly paid in full when due in accordance with the terms hereof (the
     obligations of the Designated Subsidiaries under these subsections (a) and
     (b) of this Section 7.01 being the "Obligations").

In addition, the Company hereby unconditionally and irrevocably agrees that upon
default in the payment when due (whether at stated maturity, by acceleration or
otherwise) of any principal of, or interest on, any Advance to any Designated
Subsidiary or such other amounts payable by any Designated Subsidiary to any
Lender or the Agent, the Company will forthwith pay the same, without further
notice or demand.

          SECTION 7.02. Guarantee Absolute. The Company guarantees that the
Obligations will be paid strictly in accordance with the terms of this
Agreement, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of any Lender or
the Agent with respect thereto. The liability of the Company under this
guarantee shall be absolute and unconditional irrespective of:

          (a) any lack of validity or enforceability of this Agreement or any
     other agreement or instrument relating thereto;

          (b) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Obligations, or any other amendment or
     waiver of or any consent to departure from this Agreement;

          (c) any exchange, release or non-perfection of any collateral, or any
     release or amendment or waiver of or consent to departure from any other
     guaranty, for all or any of the Obligations; or

          (d) any other circumstance which might otherwise constitute a defense
     available to, or a discharge of, the Company, any Borrower or a guarantor.

This guarantee shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Obligations is rescinded or must
otherwise be returned by any of the Lenders or the Agent upon the insolvency,
bankruptcy or reorganization of the Company or any Borrower or otherwise, all as
though such payment had not been made.

          SECTION 7.03. Waivers. The Company hereby expressly waives diligence,
presentment, demand for payment, protest, any requirement that any right or
power be exhausted or any action be taken against any Designated Subsidiary or


                                       59









against any other guarantor of all or any portion of the Advances, and all other
notices and demands whatsoever.

          SECTION 7.04. Remedies. Each of the Lenders and the Agent may pursue
its respective rights and remedies under this Article VII and shall be entitled
to payment hereunder notwithstanding any other guarantee of all or any part of
the Advances to the Designated Subsidiaries, and notwithstanding any action
taken by any such Lender or the Agent to enforce any of its rights or remedies
under such other guarantee, or any payment received thereunder. The Company
hereby irrevocably waives any claim or other right that it may now or hereafter
acquire against any Designated Subsidiary that arises from the existence,
payment, performance or enforcement of the Company's obligations under this
Article VII, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Agent or the Lenders against any
Designated Subsidiary, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without limitation,
the right to take or receive from the Designated Subsidiary, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right. If any amount
shall be paid to the Company in violation of the preceding sentence at any time
when all the Obligations shall not have been paid in full, such amount shall be
held in trust for the benefit of the Lenders and the Agent and shall forthwith
be paid to the Agent for its own account and the accounts of the respective
Lenders to be credited and applied to the Obligations, whether matured or
unmatured, in accordance with the terms of this Agreement, or to be held as
collateral for any Obligations or other amounts payable under this Agreement
thereafter arising. The Company acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Agreement
and that the waiver set forth in this section is knowingly made in contemplation
of such benefits.

          SECTION 7.05. No Stay. The Company agrees that, as between (a) the
Company and (b) the Lenders and the Agent, the Obligations of any Designated
Subsidiary guaranteed by the Company hereunder may be declared to be forthwith
due and payable as provided in Article VI hereof for purposes of this Article
VII by declaration to the Company as guarantor notwithstanding any stay,
injunction or other prohibition preventing such declaration as against such
Designated Subsidiary and that, in the event of such declaration to the Company
as guarantor, such Obligations (whether or not due and payable by such
Designated Subsidiary), shall forthwith become due and payable by the Company
for purposes of this Article VII.

          SECTION 7.06. Survival. This guarantee is a continuing guarantee and
shall (a) remain in full force and effect until payment in full (after the
Termination Date) of the Obligations and all other amounts payable under this
guaranty, (b) be binding upon the Company, its successors and assigns, (c) inure
to the benefit of and be enforceable by each Lender (including each assignee
Lender pursuant to Section 9.06) and the Agent and their respective successors,
transferees and assigns and (d) shall be reinstated if at any time any payment
to a Lender or the Agent hereunder is required to be restored by such Lender or
the Agent. Without limiting the generality of the foregoing clause (c), each
Lender may assign or otherwise transfer its interest in any Advance to any other
person or entity, and such


                                       60









other person or entity shall thereupon become vested with all the rights in
respect thereof granted to such Lender herein or otherwise.

                                  ARTICLE VIII

                                    THE AGENT

          SECTION 8.01. Authorization and Action. Each Lender (in its capacities
as a Lender and an Issuing Bank, as applicable) hereby appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
and discretion under this Agreement as are delegated to the Agent by the terms
hereof, together with such powers and discretion as are reasonably incidental
thereto. As to any matters not expressly provided for by this Agreement
(including, without limitation, enforcement or collection of the Notes), the
Agent shall not be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Majority
Lenders, and such instructions shall be binding upon all Lenders and all holders
of Notes; provided, however, that the Agent shall not be required to take any
action that exposes the Agent to personal liability or that is contrary to this
Agreement or applicable law. The Agent agrees to give to each Lender prompt
notice of each notice given to it by any Borrower pursuant to the terms of this
Agreement.

          SECTION 8.02. Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent: (a) may treat the
Lender that made any Advance as the holder of the Debt resulting therefrom until
the Agent receives and accepts an Assignment and Acceptance entered into by such
Lender, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.06; (b) may consult with legal counsel (including counsel for the
Company), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (c)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (d) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement on the part of any Borrower
or to inspect the property (including the books and records) of any Borrower;
(e) shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, this Agreement or any other instrument
or document furnished pursuant hereto; and (f) shall incur no liability under or
in respect of this Agreement by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

          SECTION 8.03. Citibank and Affiliates. With respect to its
Commitments, the Advances made by it and the Note issued to


                                       61









it, Citibank shall have the same rights and powers under this Agreement as any
other Lender and may exercise the same as though it were not the Agent; and the
term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include
Citibank in its individual capacity. Citibank and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, the Company, any of its Subsidiaries and any Person who may do business
with or own securities of the Company or any such Subsidiary, all as if Citibank
were not the Agent and without any duty to account therefor to the Lenders.

          SECTION 8.04. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any other Lender and
based on the financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

          SECTION 8.05. Indemnification. (a) Each Lender severally agrees to
indemnify the Agent (to the extent not reimbursed by a Borrower), from and
against such Lender's Ratable Share of any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Agent under this Agreement,
provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Agent promptly upon demand for its Ratable Share of any out-of-pocket
expenses (including counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
to the extent that the Agent is not reimbursed for such expenses by a Borrower.

          (b) Each Lender severally agrees to indemnify the Issuing Banks (to
the extent not promptly reimbursed by the Company) from and against such
Lender's Ratable Share of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against any such Issuing Bank in any way relating to or arising out of this
Agreement or any action taken or omitted by such Issuing Bank hereunder or in
connection herewith; provided, however, that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such Issuing
Bank's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse any such Issuing Bank promptly upon
demand for its Ratable Share of any costs and expenses (including, without
limitation, fees and expenses of counsel) payable by the Company under Section
9.04, to the


                                       62









extent that such Issuing Bank is not promptly reimbursed for such costs and
expenses by the Company.

          (c) The failure of any Lender to reimburse the Agent or any Issuing
Bank promptly upon demand for its Ratable Share of any amount required to be
paid by the Lenders to the Agent as provided herein shall not relieve any other
Lender of its obligation hereunder to reimburse the Agent or any Issuing Bank
for its Ratable Share of such amount, but no Lender shall be responsible for the
failure of any other Lender to reimburse the Agent or any Issuing Bank for such
other Lender's Ratable Share of such amount. Without prejudice to the survival
of any other agreement of any Lender hereunder, the agreement and obligations of
each Lender contained in this Section 8.05 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.
Each of the Agent and each Issuing Bank agrees to return to the Lenders their
respective Ratable Shares of any amounts paid under this Section 8.05 that are
subsequently reimbursed by the Company or any Borrower. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 8.04 applies whether any such investigation, litigation or
proceeding is brought by the Agent, any Lender or a third party.

          SECTION 8.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lenders and the Company and may be removed
at any time with or without cause by the Majority Lenders. The Company may at
any time, by notice to the Agent, propose a successor Agent (which shall meet
the criteria described below) specified in such notice and request that the
Lenders be notified thereof by the Agent with a view to their removal of the
Agent and their appointment of such successor Agent; the Agent agrees to forward
any such notice to the Lenders promptly upon its receipt by the Agent. Upon any
such resignation or removal, the Majority Lenders shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed by
the Majority Lenders, and shall have accepted such appointment, within 30 days
after the retiring Agent's giving of notice of resignation or the Majority
Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

          SECTION 8.07. Sub-Agent. The Sub-Agent has been designated under this
Agreement to carry out duties of the Agent. The Sub-Agent shall be subject to
each of the obligations in this Agreement to be performed by the Sub-Agent, and
each of the Borrowers and the Lenders agrees that the Sub-Agent shall be
entitled to exercise each of the rights and shall be entitled to each of the
benefits of the Agent under this Agreement as relate to the performance of its
obligations hereunder.

                                   ARTICLE IX


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                                  MISCELLANEOUS

          SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision
of this Agreement or the Revolving Credit Notes, nor consent to any departure by
any Borrower therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Majority Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (a)
increase the Commitments of the Lenders or subject the Lenders to any additional
obligations, (b) reduce the principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (c) postpone any date
fixed for any payment of principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (d) release the Company
from any of its obligations under Article VII, (e) require the duration of an
Interest Period to be nine months if such period is not available to all Lenders
or (f) amend this Section 9.01; and provided further that no amendment, waiver
or consent shall, unless in writing and signed by the Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the
Agent under this Agreement or any Note and no amendment, waiver or consent
shall, unless in writing and signed by the Issuing Banks in addition to the
Lenders required above to take such action, adversely affect the rights or
obligations of the Issuing Banks in their capacities as such under this
Agreement.

          SECTION 9.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
telex communication) and mailed (return receipt requested), telecopied,
telegraphed, telexed or delivered, if to the Company or to any Designated
Subsidiary, at the Company's address at 101 Columbia Road, Morristown, New
Jersey 07962-1219, Attention: Assistant Treasurer; if to any Initial Lender, at
its Domestic Lending Office specified opposite its name on Schedule I hereto; if
to any other Lender, at its Domestic Lending Office specified in the Assignment
and Acceptance pursuant to which it became a Lender; and if to the Agent, at its
address at Two Penns Way, New Castle, Delaware 19720, Attention: Bank Loan
Syndications Department, with a copy to 388 Greenwich Street, New York, New York
10013, Attention: Diane Pockaj; or, as to any Borrower or the Agent, at such
other address as shall be designated by such party in a written notice to the
other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Company and the Agent;
provided that materials as may be agreed between the Borrowers and the Agent may
be delivered to the Agent in accordance with clause (b) below. All such notices
and communications shall, when mailed, telecopied, telegraphed or telexed, be
effective when deposited in the mails, telecopied, delivered to the telegraph
company or confirmed by telex answerback, respectively, except that notices and
communications to the Agent pursuant to Article II, III or VIII shall not be
effective until received by the Agent. Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or the
Notes or of any Exhibit hereto to be executed and delivered hereunder shall be
effective as delivery of a manually executed counterpart thereof.

          (b) So long as Citibank or any of its Affiliates is the Agent, such
     materials required to be delivered pursuant to Section 5.01(h)(i), (ii),
     (iii) and (iv) as may be agreed


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     between the Borrowers and the Agent may be delivered to the Agent in an
     electronic medium in a format acceptable to the Agent and the Lenders by
     e-mail at oploanswebadmin@citigroup.com. The Borrowers agree that the Agent
     may make such materials (the "Communications") available to the Lenders by
     posting such notices on Intralinks or a substantially similar electronic
     system (the "Platform"). The Borrowers acknowledge that (i) the
     distribution of material through an electronic medium is not necessarily
     secure and that there are confidentiality and other risks associated with
     such distribution, (ii) the Platform is provided "as is" and "as available"
     and (iii) neither the Agent nor any of its Affiliates warrants the
     accuracy, adequacy or completeness of the Communications or the Platform
     and each expressly disclaims liability for errors or omissions in the
     Communications or the Platform. No warranty of any kind, express, implied
     or statutory, including, without limitation, any warranty of
     merchantability, fitness for a particular purpose, non-infringement of
     third party rights or freedom from viruses or other code defects, is made
     by the Agent or any of its Affiliates in connection with the Platform.

          (c) Each Lender agrees that notice to it (as provided in the next
     sentence) (a "Notice") specifying that any Communications have been posted
     to the Platform shall constitute effective delivery of such information,
     documents or other materials to such Lender for purposes of this Agreement;
     provided that if requested by any Lender the Agent shall deliver a copy of
     the Communications to such Lender by email or telecopier. Each Lender
     agrees (i) to notify the Agent in writing of such Lender's e-mail
     address(es) to which a Notice may be sent by electronic transmission
     (including by electronic communication) on or before the date such Lender
     becomes a party to this Agreement (and from time to time thereafter to
     ensure that the Agent has on record an effective e-mail address for such
     Lender) and (ii) that any Notice may be sent to such e-mail address(es).

          SECTION 9.03. No Waiver; Remedies. No failure on the part of any
Lender or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

          SECTION 9.04. Costs and Expenses. (a) The Company agrees to pay on
demand all reasonable costs and expenses of the Agent in connection with the
administration, modification and amendment of this Agreement, the Notes and the
other documents to be delivered hereunder, including, without limitation, (i)
all due diligence, syndication (including printing, distribution and bank
meetings), transportation, computer, duplication, appraisal, consultant, and
audit expenses and (ii) the reasonable fees and expenses of counsel for the
Agent with respect thereto. The Company further agrees to pay on demand all
costs and expenses of the Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses


                                       65









of counsel for the Agent and each Lender in connection with the enforcement of
rights under this Section 9.04(a).

          (b) Each Borrower agrees to indemnify and hold harmless the Agent and
each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of, or in connection with the
preparation for a defense of, any investigation, litigation or proceeding
arising out of, related to or in connection with the Notes, this Agreement, any
of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances whether or not such investigation, litigation or
proceeding is brought by the Company, its directors, shareholders or creditors
or an Indemnified Party or any other Person or any Indemnified Party is
otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated, except to the extent any such claim, damage, loss,
liability or expense has resulted from such Indemnified Party's gross negligence
or willful misconduct.

The Company also agrees not to assert any claim against any Indemnified Party on
any theory of liability for special, indirect, consequential or punitive damages
arising out of or otherwise relating to the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances.

          (c) If any payment of principal of, or Conversion of, any Eurocurrency
Rate Advance or LIBO Rate Advance is made by the Borrower to or for the account
of a Lender other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.03(d), 2.06(b),
2.10(a) or (b) or 2.12, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, the Borrower shall, upon

demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion, including, without limitation, any
loss (including loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

          (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.11, 2.14 and 9.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes and the
termination in whole of any Commitment hereunder.

          SECTION 9.05. Binding Effect. This Agreement shall become effective
(other than Sections 2.01 and 2.03, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Company and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of each
Borrower, the Agent and each Lender and their respective


                                       66









successors and assigns, except that no Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Lenders.

          SECTION 9.06. Assignments and Participations. (a) Each Lender may at
any time, with notice to the Company prior to making any proposal to any
potential assignee and with the consent of the Company, which consent shall not
be unreasonably withheld (and shall at any time, if requested to do so by the
Company pursuant to Section 2.06(b), 2.11 or 2.14) assign to one or more Persons
all or a portion of its rights and obligations under a Facility or all
Facilities under this Agreement (including, without limitation, all or a portion
of its Revolving Credit Commitment, Unissued Letter of Credit Commitment, the
Revolving Credit Advances owing to it, its participations in Letters of Credit
and the Revolving Credit Note or Notes held by it); provided, however, that (i)
the Company's consent shall not be required (A) in the case of an assignment of
Revolving Credit Commitment, Revolving Credit Advances and participations in
Letters of Credit to an Affiliate of such Lender, provided that notice thereof
shall have been given to the Company and the Agent or (B) in the case of an
assignment of the type described in subsection (g) below; (ii) each such
assignment shall be of a constant, and not a varying, percentage of the rights
and obligations under this Agreement specified in the applicable Assignment and
Acceptance; (iii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of (x) the
Revolving Credit Commitment of the assigning Lender being assigned pursuant to
each such assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than $10,000,000 or
an integral multiple of $1,000,000 in excess thereof and (y) Unissued Letter of
Credit Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $1,000,000 or an
integral multiple thereof; (iv) each such assignment shall be to an Eligible
Assignee, (v) each such assignment made as a result of a demand by the Company
pursuant to this Section 9.06(a) shall be arranged by the Company after
consultation with, and subject to the approval of, the Agent, and shall be
either an assignment of all of the rights and obligations of the assigning
Lender under this Agreement or an assignment of a portion of such rights and
obligations made concurrently with another such assignment or other such
assignments that together cover all of the rights and obligations of the
assigning Lender under this Agreement, (vi) no Lender shall be obligated to make
any such assignment as a result of a demand by the Borrower pursuant to this
Section 9.06(a) unless and until such Lender shall have received one or more
payments from either the Borrower or one or more Eligible Assignees in an
aggregate amount at least equal to the aggregate outstanding principal amount of
the Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal amount and all other amounts payable to such
Lender under this Agreement and all of the obligations of the Borrower to such
Lender shall have been satisfied; and (vii) the parties to each such assignment
shall execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with a processing and
recordation fee of $3,500 and, if the assigning Lender is not retaining a
Commitment hereunder, any Revolving Credit Note subject to such assignment. Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and


                                       67









Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto, provided, however, that such
assigning Lender's rights under Sections 2.11, 2.14 and 9.04, and its
obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the effective date of such assignment).

          (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
any other instrument or document furnished pursuant hereto or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, this Agreement or any other instrument
or document furnished pursuant hereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Borrower or the performance or observance by such
Borrower of any of its obligations under this Agreement or any other instrument
or document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, such assigning Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers and discretion as are reasonably incidental thereto; and (vii)
such assignee agrees that it will perform in accordance with their terms all of
the obligations that by the terms of this Agreement are required to be performed
by it as a Lender.

          (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Revolving Credit Note or Notes subject to such assignment, the
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company and to each other Borrower.

          (d) The Agent shall maintain at its address referred to in Section
9.02 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders and
the Commitment of, and principal amount of the Advances owing to, each Lender
from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the


                                       68









Company, each other Borrower, the Agent and the Lenders may treat each Person
whose name is recorded in the Register as a Lender hereunder for all purposes of
this Agreement. The Register shall be available for inspection by the Company,
any other Borrower or any Lender at any reasonable time and from time to time
upon reasonable prior notice.

          (e) Each Lender may sell participations to one or more banks or other
entities (other than the Company or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Advances owing to it and any
Note or Notes held by it); provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitment to the
Company and the other Borrowers hereunder) shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder of
any such Note for all purposes of this Agreement, (iv) the Company, any other
Borrower, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, (v) no participant under any such
participation shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by any
Borrower therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation and (vi) within 30 days of the
effective date of such participation, such Lender shall provide notice of such
participation to the Company.

          (f) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 9.06, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to the Company or any Borrower furnished to such Lender by
or on behalf of such Borrower; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall agree to

preserve the confidentiality of any confidential information relating to such
Borrower received by it from such Lender.

          (g) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time assign or create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

          SECTION 9.07. Designated Subsidiaries. (a) Designation. The Company
may at any time, and from time to time, by delivery to the Agent of a
Designation Letter duly executed by the Company and the respective Subsidiary
and substantially in the form of Exhibit D hereto, designate such Subsidiary as
a "Designated Subsidiary" for purposes of this Agreement and such Subsidiary
shall thereupon become a "Designated Subsidiary" for purposes of this Agreement
and, as such, shall have all of the rights and obligations of a Borrower
hereunder. The Agent shall promptly notify each Lender of each such designation
by the Company and the identity of the respective Subsidiary.


                                       69









          (b) Termination. Upon the payment and performance in full of all of
the indebtedness, liabilities and obligations under this Agreement and the Notes
of any Designated Subsidiary then, so long as at the time no Notice of Revolving
Credit Borrowing or Notice of Competitive Bid Borrowing in respect of such
Designated Subsidiary is outstanding, such Subsidiary's status as a "Designated
Subsidiary" shall terminate upon notice to such effect from the Agent to the
Lenders (which notice the Agent shall give promptly upon its receipt of a
request therefor from the Company). Thereafter, the Lenders shall be under no
further obligation to make any Advance hereunder to such Designated Subsidiary.

          SECTION 9.08. Confidentiality. Each of the Lenders and the Agent
hereby agrees that it will use reasonable efforts (e.g., procedures
substantially comparable to those applied by such Lender or the Agent in respect
of non-public information as to the business of such Lender or the Agent) to
keep confidential any financial reports and other information from time to time
supplied to it by the Company hereunder to the extent that such information is
not and does not become publicly available and which the Company indicates at
the time is to be treated confidentially, provided, however, that nothing herein
shall affect the disclosure of any such information (i) by the Agent to any
Lender, (ii) to the extent required by law (including statute, rule, regulation
or judicial process), (iii) to counsel for any Lender or the Agent or to their
respective independent public accountants, (iv) to bank examiners and auditors
and appropriate government examining authorities, (v) to the Agent or any other
Lender, (vi) in connection with any litigation to which any Lender or the Agent
is a party, (vii) to actual or prospective assignees and participants as
contemplated by Section 9.06(f) or (viii) to any Affiliate of the Agent or any
Lender or to such Affiliate's officers, directors, employees, agents and
advisors, provided that, prior to any such disclosure, such Affiliate or such
Affiliate's officers, directors, employees, agents or advisors, as the case may
be, shall agree to preserve the confidentiality of any confidential information
relating to the Company received by it; a determination by a Lender or the Agent
as to the application of the circumstances described in the foregoing clauses
(i)-(viii) being conclusive if made in good faith; and each of the Lenders and
the Agent agrees that it will follow procedures which are intended to put any
transferee of such confidential information on notice that such information is
confidential. Notwithstanding anything herein to the contrary, each Borrower,
the Agent and each Lender (and each employee, representative or other agent of
each of the foregoing parties) may disclose to any and all Persons, without
limitation of any kind, the U.S. tax treatment and tax structure of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to any of the foregoing
parties relating to such U.S. tax treatment and tax structure.

          SECTION 9.09. Mitigation of Yield Protection. Each Lender hereby
agrees that, commencing as promptly as practicable after it becomes aware of the
occurrence of any event giving rise to the operation of Section 2.11(a), 2.12 or
2.14 with respect to such Lender, such Lender will give notice thereof through
the Agent to the respective Borrower. A Borrower may at any time, by notice
through the Agent to any Lender, request that such Lender change its Applicable
Lending Office as to any Advance or Type of Advance or that it specify a new
Applicable Lending Office with respect to its Commitment and any Advance held by
it or that it rebook any such Advance with a view to avoiding or mitigating the
consequences of an occurrence such as described in the preceding sentence, and
such Lender will use reasonable efforts to comply with such request


                                       70









unless, in the opinion of such Lender, such change or specification or rebooking
is inadvisable or might have an adverse effect, economic or otherwise, upon it,
including its reputation. In addition, each Lender agrees that, except for
changes or specifications or rebookings required by law or effected pursuant to
the preceding sentence, if the result of any change or change of specification
of Applicable Lending Office or rebooking would, but for this sentence, be to
impose additional costs or requirements upon the respective Borrower pursuant to
Section 2.11(a), Section 2.12 or Section 2.14 (which would not be imposed absent
such change or change of specification or rebooking) by reason of legal or
regulatory requirements in effect at the time thereof and of which such Lender
is aware at such time, then such costs or requirements shall not be imposed upon
such Borrower but shall be borne by such Lender. All expenses incurred by any
Bank in changing an Applicable Lending Office or specifying another Applicable
Lending Office of such Lender or rebooking any Advance in response to a request
from a Borrower shall be paid by such Borrower. Nothing in this Section 9.09
(including, without limitation, any failure by a Lender to give any notice
contemplated in the first sentence hereof) shall limit, reduce or postpone any
obligations of the respective Borrower under Section 2.11(a), Section 2.12 or
Section 2.14, including any obligations payable in respect of any period prior
to the date of any change or specification of a new Applicable Lending Office or
any rebooking of any Advance.

          SECTION 9.10. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

          SECTION 9.11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

          SECTION 9.12. Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each Designated Subsidiary hereby agrees that service of
process in any such action or proceeding brought in the any such New York State
court or in such federal court may be made upon CT Corporation System at its
offices at 1633 Broadway, New York, New York 10019 (the "Process Agent") and
each Designated Subsidiary hereby irrevocably appoints the Process Agent its
authorized agent to accept such service of process, and agrees that the failure
of the Process Agent to give any notice of any such service shall not impair or
affect the validity of such service or of any judgment rendered in any action or
proceeding based thereon. Each Borrower hereby further irrevocably consents to
the service of process in any action or proceeding in such courts by the mailing
thereof by any parties hereto by registered or certified


                                       71









mail, postage prepaid, to such Borrower at its address specified pursuant to
Section 9.02. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party may otherwise
have to serve legal process in any other manner permitted by law or to bring any
action or proceeding relating to this Agreement or the Notes in the courts of
any jurisdiction. To the extent that each Designated Subsidiary has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property, each Designated Subsidiary hereby irrevocably waives such
immunity in respect of its obligations under this Agreement.

          (b) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the Notes in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

          SECTION 9.13. Substitution of Currency. If a change in any Foreign
Currency occurs pursuant to any applicable law, rule or regulation of any
governmental, monetary or multi-national authority, this Agreement (including,
without limitation, the definitions of Eurocurrency Rate and LIBO Rate) will be
amended to the extent determined by the Agent (acting reasonably and in
consultation with the Company) to be necessary to reflect the change in currency
and to put the Lenders and the Borrowers in the same position, so far as
possible, that they would have been in if no change in such Foreign Currency had
occurred.

          SECTION 9.14. Final Agreement. This written agreement represents the
full and final agreement between the parties with respect to the matters
addressed herein and supercedes all prior communications, written or oral, with
respect thereto. There are no unwritten agreements between the parties.

          SECTION 9.15. Judgment. (a) If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due hereunder or under the Notes
in any currency (the "Original Currency") into another currency (the "Other
Currency"), the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the Original
Currency with the Other Currency at 9:00 A.M. (New York City time) on the first
Business Day preceding that on which final judgment is given.

          (b) The obligation of each Borrower in respect of any sum due in the
Original Currency from it to any Lender or the Agent hereunder or under the
Revolving Credit Note or Revolving Credit Notes held by such Lender shall,
notwithstanding any judgment in any Other Currency, be discharged only to the
extent that on the Business Day following receipt by such Lender or the Agent
(as the case may be) of any sum adjudged to be so due in such Other Currency,
such Lender or the Agent (as the case may be) may in accordance with normal


                                       72









banking procedures purchase Dollars with such Other Currency; if the amount of
Dollars so purchased is less than the sum originally due to such Lender or the
Agent (as the case may be) in the Original Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent (as the case may be) against such loss, and if the amount of
Dollars so purchased exceeds the sum originally due to any Lender or the Agent
(as the case may be) in the Original Currency, such Lender or the Agent (as the
case may be) agrees to remit to such Borrower such excess.

          SECTION 9.16. No Liability of the Issuing Banks. None of the Agent,
the Lenders nor any Issuing Bank, nor any of their Affiliates, or the respective
directors, officers, employees, agents and advisors of such Person or such
Affiliate, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder, or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of technical
terms or any consequence arising from causes beyond the control of the
applicable Issuing Bank; provided that the foregoing shall not be construed to
excuse any Issuing Bank from liability to the applicable Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect of
which are hereby waived by the Borrowers to the extent permitted by applicable
law) suffered by such Borrower that are caused by such Issuing Bank's failure to
exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof or any failure to honor a
Letter of Credit where such Issuing Bank is, under applicable law, required to
honor it. The parties hereto expressly agree that, as long as the Issuing Bank
has not acted with gross negligence or willful misconduct, such Issuing Bank
shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, an
Issuing Bank may, in its reasonable discretion, either accept and make payment
upon such documents without responsibility for further investigation or refuse
to accept and make payment upon such documents if such documents are not in
strict compliance with the terms of such Letter of Credit.


                                       73









          SECTION 9.17. Waiver of Jury Trial. Each Borrower, the Agent and each
Lender hereby irrevocably waive all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or the Notes or the actions of the
Agent or any Lender in the negotiation, administration, performance or
enforcement thereof.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                        HONEYWELL INTERNATIONAL INC.


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President and Treasurer


                                        CITIBANK, N.A., as Agent


                                        By: /s/ Diane Pockaj
                                            ------------------------------------
                                        Title: Vice President

LETTER OF CREDIT COMMITMENT

$100,000,000                            CITIBANK, N.A.


                                        By: /s/ Diane Pockaj
                                            ------------------------------------
                                        Title: Director


$100,000,000                            BANK OF AMERICA, N.A.


                                        By: /s/ John W. Pocalyko
                                            ------------------------------------
                                        Title: Managing Director


$100,000,000                            JPMORGAN CHASE BANK


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President

$300,000,000 TOTAL OF LETTER OF CREDIT COMMITMENTS

REVOLVING CREDIT COMMITMENT             ARRANGER AND ADMINISTRATIVE AGENT

$127,173,913.04                         CITIBANK, N.A.


                                        By: /s/ Diane Pockaj
                                            ------------------------------------
                                        Title: Director


                                       74









                                        ARRANGER AND SYNDICATION AGENT

$127,173,913.04                         JPMORGAN CHASE BANK


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President

                                        DOCUMENTATION AGENTS


$107,391,304.35                         BANK OF AMERICA, N.A.


                                        By: /s/ John W. Pocalyko
                                            ------------------------------------
                                        Title: Managing Director


$107,391,304.35                         BARCLAYS BANK PLC


                                        By: /s/ Douglas Berneggeh
                                            ------------------------------------
                                        Title: Director


$107,391,304.35                         DEUTSCHE BANK AG NEW YORK BRANCH


                                        By: /s/ Jean M. Hannigan
                                            ------------------------------------
                                        Title: Director


                                        By: /s/ Oliver Riedinger
                                            ------------------------------------
                                        Title: Vice President


$107,391,304.35                         UBS LOAN FINANCE LLC


                                        By: /s/
                                            ------------------------------------
                                        Title: Director


                                        By: /s/
                                            ------------------------------------
                                        Title: Associate Director

                                        SENIOR MANAGING AGENTS

$73,478,260.87                          ABN AMRO BANK N.V.


                                        By: /s/ Alexander M. Blodi
                                            ------------------------------------
                                        Title: Director


                                        By: /s/ Eric Oppenheimer
                                            ------------------------------------
                                        Title: Vice President


                                       75









$73,478,260.87                          BANK ONE, NA


                                        By: /s/ James W. Petersen
                                            ------------------------------------
                                        Title: Director


$73,478,260.87                          BNP PARIBAS


                                        By: /s/ Michel de Vibraye
                                            ------------------------------------
                                        Title: Head of CFI North America


                                        By: /s/ Richard Pace
                                            ------------------------------------
                                        Title: Director


$73,478,260.87                          BANK OF TOKYO-MITSUBISHI TRUST
                                        COMPANY


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President

                                        MANAGING AGENTS

$50,869,565.22                          HSBC BANK USA


                                        By: /s/ Johan Sorennson
                                            ------------------------------------
                                        Title: First Vice President


$50,869,565.22                          THE NORTHERN TRUST COMPANY


                                        By: /s/ Ashish S. Bhagwat
                                            ------------------------------------
                                        Title: Vice President

                                        LENDERS

$28,260,869.57                          ROYAL BANK OF CANADA


                                        By: /s/ Dana Dratch
                                            ------------------------------------
                                        Title: Authorized Signatory


$28,260,869.57                          SUMITOMO MITSUI BANKING CORPORATION


                                        By: /s/ Peter R. C. Knight
                                            ------------------------------------
                                        Title: Joint General Manager


                                       76









$28,260,869.57                          UNICREDITO ITALIANO


                                        By: /s/ Christopher J. Eldin
                                            ------------------------------------
                                        Title: First Vice President & Deputy
                                               Manager


$16,956,521.74                          BANCO BILBAO VIZCAYA ARGENTARIA S.A.


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President


                                        By: /s/
                                            ------------------------------------
                                        Title: Vice President


$16,956,521.74                          DANSKE BANK A/S, CAYMAN BRANCH


                                        By: /s/ Angelo J. Balestrieri
                                            ------------------------------------
                                        Title: Vice President


$16,956,521.74                          BANCA INTESA S.P.A.


                                        By: /s/ Frank Maffei
                                            ------------------------------------
                                        Title: Vice President


                                        By: /s/ Anthony
                                            ------------------------------------
                                        Title: First Vice President


$16,956,521.74                          MIZUHO CORPORATE BANK, LTD.


                                        By: /s/ Bertran
                                            ------------------------------------
                                        Title: Vice President and Team Leader


$16,956,521.74                          SOCIETE GENERALE


                                        By: /s/ Ambrish D. Thanawala
                                            ------------------------------------
                                        Title: Director


                                       77









$16,956,521.74                          WACHOVIA BANK, N.A.


                                        By: /s/
                                            ------------------------------------
                                        Title: Director


$16,956,521.74                          WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION


                                        By: /s/ Peter Angelica
                                            ------------------------------------
                                        Title: Vice President


$16,956,521.74                          WESTPAC BANKING CORPORATION


                                        By: /s/ Lisa Porter
                                            ------------------------------------
                                        Title: Vice President

$1,300,000,000 TOTAL OF COMMITMENTS


                                       78









                                   SCHEDULE I
                           APPLICABLE LENDING OFFICES



- --------------------------------------------------------------------------------------------
NAME OF INITIAL LENDER             DOMESTIC LENDING OFFICE     EURODOLLAR LENDING OFFICE
- --------------------------------------------------------------------------------------------
                                                         
ABN AMRO Bank N.V.             208 South LaSalle Street        208 South LaSalle Street
                               Suite 1500                      Suite 1500
                               Chicago, IL 60604               Chicago, IL 60604
                               Attn: Credit Administration     Attn: Credit Administration
                               Phone: (312) 992-51521          Phone: (312) 992-51521
                               Fax: (312) 992-5157             Fax: (312) 992-5157
- --------------------------------------------------------------------------------------------
Banco Bilbao Vizcaya
Argentarie S.A.                1345 Avenue of the Americas     1345 Avenue of the Americas
                               45th Floor                      45th Floor
                               New York, NY 10105              New York, NY 10105
                               Attn: Miguel Lara               Attn: Miguel Lara
                               Phone: (212) 728-1664           Phone: (212) 728-1664
                               Fax: (212) 333-2904             Fax: (212) 333-2904
- --------------------------------------------------------------------------------------------
Bank of America, N.A.          101 N. Tryon Street             101 N. Tryon Street
                               Charlotte, NC 28255             Charlotte, NC 28255
                               Attn: Carrie Cunder             Attn: Carrie Cunder
                               Phone: (704) 386-8382           Phone: (704) 386-8382
                               Fax: (704) 409-0064             Fax: (704) 409-0064
- --------------------------------------------------------------------------------------------
The Bank of Tokyo-Mitsubishi   1251 Avenue of the Americas     1251 Avenue of the Americas
                               12th Floor                      12th Floor
                               New York, NY 10020              New York, NY 10020
                               Attn: William Derasmo           Attn: William Derasmo
                               Phone: (212) 782-4359           Phone: (212) 782-4359
                               Fax: (212) 782-6445             Fax: (212) 782-6445
- --------------------------------------------------------------------------------------------
Bank One, NA                   One Bank One Plaza              One Bank One Plaza
                               Chicago, IL 60670               Chicago, IL 60670
                               Attn: Claudia Kech              Attn: Claudia Kech
                               Phone: (312) 732-1031           Phone: (312) 732-1031
                               Fax: (312) 732-4840             Fax: (312) 732-4840
- --------------------------------------------------------------------------------------------
Barclays Bank PLC              200 Park Avenue                 200 Park Avenue
                               New York, NY  10163             New York, NY  10163
                               Attn: Martin Duran              Attn: Martin Duran
                               Phone: (212) 412 6831           Phone: (212) 412 6831
                               Fax: (212) 412 5306             Fax: (212) 412 5306
- --------------------------------------------------------------------------------------------
BNP Paribas                    499 Park Avenue                 499 Park Avenue
                               New York, NY  10022             New York, NY  10022
                               Attn: Andree Mitton/Robin       Attn: Andree Mitton/Robin
                               Jackson-Bogner                  Jackson-Bogner
                               Phone: (212) 415-9617/9616      Phone: (212) 415-9617/9616
                               Fax: (212) 415-9606             Fax: (212) 415-9606
- --------------------------------------------------------------------------------------------
Citibank, N.A.                 388 Greenwich Street            388 Greenwich Street
                               New York, NY  10013             New York, NY  10013
                               Attn: Carolyn Sheridan          Attn: Carolyn Sheridan
                               Phone: (212) 559-3245           Phone: (212) 559-3245
                               Fax: (212) 826-2371             Fax: (212) 826-2371
- --------------------------------------------------------------------------------------------











- --------------------------------------------------------------------------------------------
                                                         
Danske Bank A/S, Cayman        299 Park avenue, 14th Floor     299 Park avenue, 14th Floor
Branch                         New York, NY  10171             New York, NY 10171
                               Attn: Loan Administration       Attn: Loan Administration
                               Phone: (212) 984-8462           Phone: (212) 984-8462
                               Fax: (212) 984-9570             Fax: (212) 984-9570
- --------------------------------------------------------------------------------------------
Deutsche Bank AG New York      60 Wall Street                  60 Wall Street
Branch                         New York, NY  10005             New York, NY  10005
                               Attn: Esther Ocampo             Attn: Esther Ocampo
                               Phone: (213) 620-8241           Phone: (213) 620-8241
                               Fax: (213) 620-8293             Fax: (213) 620-8293
- --------------------------------------------------------------------------------------------
HSBC Bank USA                  One HSBC Center                 One HSBC Center
                               Buffalo, NY  14203              Buffalo, NY  14203
                               Attn: Donna Riley               Attn: Donna Riley
                               Phone: (716) 841-4178           Phone: (716) 841-4178
                               Fax: (716) 841-0269 or 5683     Fax: (716) 841-0269 or 5683
- --------------------------------------------------------------------------------------------
Banca Intesa S.p.A.            1 S William Street              1 S William Street
                               New York, NY  10004             New York, NY  10004
                               Attn: Frank Maffei              Attn: Frank Maffei
- --------------------------------------------------------------------------------------------
JPMorgan Chase Bank            One Chase Manhattan Plaza       One Chase Manhattan Plaza
                               New York, NY 10081              New York, NY 10081
                               Attn: Lenora Kiernan            Attn: Lenora Kiernan
                               Phone: (212) 552-7309           Phone: (212) 552-7309
                               Fax: (212) 552-5650             Fax: (212) 552-5650
- --------------------------------------------------------------------------------------------
Mizuho Corporate Bank, Ltd.    1251 Avenue of the Americas     1251 Avenue of the Americas
                               New York, NY  10020             New York, NY  10020
                               Phone: (212) 282-3000           Phone: (212) 282-3000
                               Fax: (212) 282-4250             Fax: (212) 282-4250
- --------------------------------------------------------------------------------------------
The Northern Trust Company     50 S. LaSalle Street            50 S. LaSalle Street
                               Chicago, IL 60675               Chicago, IL 60675
                               Attn: Linda Honda               Attn: Linda Honda
                               Phone: (312) 444-3532           Phone: (312) 444-3532
                               Fax: (312) 630-1566             Fax: (312) 630-1566
- --------------------------------------------------------------------------------------------
Royal Bank of Canada           One Liberty Plaza, 3rd Floor    One Liberty Plaza, 3rd Floor
                               New York, NY 10006              New York, NY 10006
                               Attn: Karim Amr                 Attn: Karim Amr
                               Phone: (212) 428-6369           Phone: (212) 428-6369
                               Fax: (212) 428-2372             Fax: (212) 428-2372

                               with a copy to:                 with a copy to:

                               Attn: N. Delph                  Attn: N. Delph
                               Phone: (212) 428-6249           Phone: (212) 428-6249
                               Fax: (212) 428-2319             Fax: (212) 428-2319
- --------------------------------------------------------------------------------------------
Societe Generale               1221 Avenue of the America      1221 Avenue of the America
                               New York, NY  10020             New York, NY  10020
                               Attn: Maria Manesis-Iarriccio   Attn: Maria Manesis-Iarriccio
                               Phone: (212) 278-5396           Phone: (212) 278-5396
                               Fax: (212) 278-7862             Fax: (212) 278-7862
- --------------------------------------------------------------------------------------------



                                        2










- --------------------------------------------------------------------------------------------
                                                         
Sumitomo Mitsui Banking        277 Park Avenue                 277 Park Avenue
Corporation                    New York, NY 10172              New York, NY 10172
                               Attn: Edward McColly            Attn: Edward McColly
                               Phone: (212) 224-4139           Phone: (212) 224-4139
                               Fax: (212) 224-4384             Fax: (212) 224-4384
- --------------------------------------------------------------------------------------------
UBS Loan Finance LLC           677 Washington Blvd.            677 Washington Blvd.
                               6th Floor South                 6th Floor South
                               Stamford, CT  05901             Stamford, CT  05901
                               Attn: Christopher Aitkin        Attn: Christopher Aitkin
                               Phone: (203) 719-3845           Phone: (203) 719-3845
                               Fax: (203) 719-3888             Fax: (203) 719-3888
- --------------------------------------------------------------------------------------------
Unicredito Italiano            375 Park Avenue                 375 Park Avenue
                               New York, NY 10152              New York, NY 10152
                               Attn: Evangeline Blanco         Attn: Evangeline Blanco
                               Phone: (212) 546-9615           Phone: (212) 546-9615
                               Fax: (212) 546-9675             Fax: (212) 546-9675
- --------------------------------------------------------------------------------------------
Wachovia Bank, N.A.            201 S. College Street           201 S. College Street
                               Charlotte, NC                   Charlotte, NC
                               Attn: Romonia Lester            Attn: Romonia Lester
                               Phone: (704) 383-5364           Phone: (704) 383-5364
                               Fax: (704) 715-0096             Fax: (704) 715-0096
- --------------------------------------------------------------------------------------------
Wells Fargo Bank, National     70 East 55th Street             70 East 55th Street
Association                    11th Floor                      11th Floor
                               New York City, NY 10022-3222    New York City, NY 10022-3222
                               Attn: Peter M. Angelica\        Attn: Peter M. Angelica\
                               Phone: (212) 836-4141           Phone: (212) 836-4141
                               Fax: (212) 593-5241             Fax: (212) 593-5241
- --------------------------------------------------------------------------------------------
Westpac Banking Corporation    GMO Nightshift Operations       GMO Nightshift Operations
                               255 Elizabeth St. 3rd Floor     255 Elizabeth St. 3rd Floor
                               Sydney, NSW 2000                Sydney, NSW 2000
                               Australia                       Australia
                               Attn: Matt Healey               Attn: Matt Healey
                               Phone: 011 612 9284-8241        Phone: 011 612 9284-8241
                               Fax: 011 44 207 621 7608        Fax: 011 44 207 621 7608
- --------------------------------------------------------------------------------------------



                                        3









                                SCHEDULE 2.01(b)

                           EXISTING LETTERS OF CREDIT



- -------------------------------------------------------------------------------------------------------------------------------
                             Original
  L/C                         Date of     Current                  Notional
Number     Issuing Bank      Issuance   Expiry Date   Currency      Amount                        Beneficiary
- -------------------------------------------------------------------------------------------------------------------------------
                                                             
7405249   Bank of America    1-May-01    1-Apr-04        USD     $41,728,232   Zurich Global LTD
- -------------------------------------------------------------------------------------------------------------------------------
7403936   Bank of America   21-Jul-00   31-Dec-04        USD     $30,000,000   Alchem Assurance LTD
- -------------------------------------------------------------------------------------------------------------------------------
7409810   Bank of America   20-Jun-02   20-May-04        USD     $ 5,000,000   Teva Pharmaceutical
- -------------------------------------------------------------------------------------------------------------------------------
 222621   Bank of America    1-Jul-96   30-Dec-04        USD     $ 3,000,000   Chubb and Son Inc
- -------------------------------------------------------------------------------------------------------------------------------
 125501   Bank of America    1-Jul-96    1-Jul-04        USD     $ 2,779,480   New Mexico - Self Insurance
- -------------------------------------------------------------------------------------------------------------------------------
 227174   Bank of America    1-Feb-96    1-Oct-04        USD     $ 2,367,084   Industional Commission of Arizona
- -------------------------------------------------------------------------------------------------------------------------------
7410787   Bank of America   19-Dec-02   30-Jan-04        USD     $ 2,243,397   BANK OF AMERICA 6008/Defence Forces Material
                                                                               Command HQ
- -------------------------------------------------------------------------------------------------------------------------------
7403426   Bank of America   16-Mar-00   15-Mar-04        USD     $ 2,000,000   Thomas O. Bateman Jr.
- -------------------------------------------------------------------------------------------------------------------------------
7245761   Bank of America   15-Jul-98    1-May-04        USD     $ 1,500,000   NY Chair Workers Compensation
- -------------------------------------------------------------------------------------------------------------------------------
7405248   Bank of America   26-Apr-01   22-May-04        USD     $   600,000   South Carolina's Workers Compensation
- -------------------------------------------------------------------------------------------------------------------------------
7206396   Bank of America   15-Aug-98    1-Sep-04        USD     $   575,000   ILLINOIS INDUSTRIAL
- -------------------------------------------------------------------------------------------------------------------------------
7410922   Bank of America   26-Dec-02   31-Dec-04        USD     $   524,281   Allianz Insurance Company
- -------------------------------------------------------------------------------------------------------------------------------
7409958   Bank of America   15-Jul-02   30-Jun-04        USD     $   220,000   Director California State - Self Insurance Plans
- -------------------------------------------------------------------------------------------------------------------------------
 129437   Bank of America    1-Jul-96   30-Jun-04        USD     $   139,112   Aetna Casualty and Surety Company
- -------------------------------------------------------------------------------------------------------------------------------
7404122   Bank of America    5-Sep-00   30-Jun-04        USD     $    78,000   Travelers Indemnity Company
- -------------------------------------------------------------------------------------------------------------------------------
7302146   Bank of America    8-Sep-98    1-Jul-04        USD     $    25,000   Liberty Mutual Insurance Company
- -------------------------------------------------------------------------------------------------------------------------------
                                                        Total:   $92,779,586
- -------------------------------------------------------------------------------------------------------------------------------










                                SCHEDULE 3.01(b)

                              DISCLOSED LITIGATION

          While not giving an opinion as to whether any item is "reasonably
likely to have a Material Adverse Effect," we hereby disclose the litigation
matters as stated in our Form 10-Q for the quarter ended September 30, 2003,
under the heading "Legal Proceedings," as shown below. These matters are
modified and updated to the extent of the Form 8-K filed by Honeywell on
November 11, 2003, disclosing that the letter of intent regarding a transaction
in which Federal-Mogul Corp. would acquire Honeywell's automotive Bendix
friction materials business, and Honeywell would receive a permanent channeling
injunction shielding it from all current and future Bendix-related personal
injury asbestos liabilities, expired on November 15, 2003, but that the parties
remain engaged in active negotiations regarding a possible transaction.

     SHAREOWNER LITIGATION - Honeywell and seven of its current and former
officers were named as defendants in several purported class action lawsuits
filed in the United States District Court for the District of New Jersey (the
"Securities Law Complaints"). The Securities Law Complaints principally allege
that the defendants violated federal securities laws by purportedly making false
and misleading statements and by failing to disclose material information
concerning Honeywell's financial performance, thereby allegedly causing the
value of Honeywell's stock to be artificially inflated. On January 15, 2002, the
District Court dismissed the consolidated complaint against four of Honeywell's
current and former officers. The Court has granted plaintiffs' motion for class
certification defining the class as all purchasers of Honeywell stock between
December 20, 1999 and June 19, 2000.

     The parties participated in a two-day settlement mediation in April 2003 in
an attempt to resolve the cases without resort to a trial. The mediation proved
unsuccessful in resolving the cases. Discovery in the cases, which had been
stayed pending completion of the mediation, has resumed. A further mediation
session is planned for the fourth quarter of 2003.

     We continue to believe that the allegations in the Securities Law
Complaints are without merit. Although it is not possible at this time to
predict the outcome of these cases, we expect to prevail. However, an adverse
outcome could be material to our consolidated financial position or results of
operations. As a result of the uncertainty regarding the outcome of this matter
no provision has been made in our financial statements with respect to this
contingent liability.

     ERISA CLASS ACTION LAWSUIT - In April 2003, Honeywell and several of its
current and former officers were named as defendants in a purported class action
lawsuit filed in the United States District Court for the District of New
Jersey. The complaint principally alleges that the defendants breached their
fiduciary duties to participants in the Honeywell Savings and Ownership Plan
(the "Savings Plan") by purportedly making false and misleading statements,
failing to disclose material information concerning Honeywell's financial
performance, and failing to diversify the Savings Plan's assets and monitor the
prudence of Honeywell stock as a Savings Plan investment. In July 2003, an
amended complaint making similar allegations and naming several current and
former officers and directors as defendants was filed in the same district. In
September 2003, Honeywell filed a motion to dismiss the amended complaint.









     Although it is not possible at this time to predict the outcome of this
litigation, we believe that the allegations in these complaints are without
merit and we expect to prevail. An adverse litigation outcome could, however, be
material to our consolidated financial position or results of operations. As a
result of the uncertainty regarding the outcome of this matter no provision has
been made in our financial statements with respect to this contingent liability.

     ENVIRONMENTAL MATTERS - We are subject to various federal, state and local
government requirements relating to the protection of employee health and safety
and the environment. We believe that, as a general matter, our policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and personal injury to our employees and employees of our
customers and that our handling, manufacture, use and disposal of hazardous or
toxic substances are in accord with environmental laws and regulations. However,
mainly because of past operations and operations of predecessor companies, we,
like other companies engaged in similar businesses, have incurred remedial
response and voluntary cleanup costs for site contamination and are a party to
lawsuits and claims associated with environmental matters, including past
production of products containing toxic substances. Additional lawsuits, claims
and costs involving environmental matters are likely to continue to arise in the
future.

     With respect to environmental matters involving site contamination, we
continually conduct studies, individually at our owned sites, and jointly as a
member of industry groups at non-owned sites, to determine the feasibility of
various remedial techniques to address environmental matters. It is our policy
to record appropriate liabilities for environmental matters when environmental
assessments are made or remedial efforts or damage claim payments are probable
and the costs can be reasonably estimated. With respect to site contamination,
the timing of these accruals is generally no later than the completion of
feasibility studies. We expect to fund expenditures for these matters from
operating cash flow. The timing of cash expenditures depends on a number of
factors, including the timing of litigation and settlements of personal injury
and property damage claims, regulatory approval of cleanup projects, remedial
techniques to be utilized and agreements with other parties.

     Although we do not currently possess sufficient information to reasonably
estimate the amounts of liabilities to be recorded upon future completion of
studies, litigation or settlements, and neither the timing nor the amount of the
ultimate costs associated with environmental matters can be determined, they
could be material to our consolidated results of operations. However,
considering our past experience and existing reserves, we do not expect that
these matters will have a material adverse effect on our consolidated financial
position.

     In the matter entitled Interfaith Community Organization, et al. v.
Honeywell International Inc., et al., the United States District Court for the
District of New Jersey held in May 2003 that a predecessor Honeywell site
located in Jersey City, New Jersey constituted an imminent and substantial
endangerment and ordered Honeywell to conduct the excavation and transport for
offsite disposal of approximately one million tons of chromium residue present
at the site. Honeywell strongly disagrees with the court's determinations and
has appealed the court's decision to the Third Circuit Court of Appeals. The
Third Circuit Court of Appeals has referred the case for mediation. In October
2003, the District Court denied Honeywell's motion


                                        2









for a stay of certain aspects of its May 2003 order, and we are considering
whether to appeal such ruling. The site at issue is one of twenty-one sites
located in Jersey City, New Jersey which are the subject of an Administrative
Consent Order (ACO) entered into with the New Jersey Department of Environmental
Protection (NJDEP) in 1993. Under the ACO, Honeywell agreed to study and
remediate these sites in accordance with NJDEP's directions, provided that the
total costs of such studies and remediation do not exceed $60 million. Honeywell
has cooperated with the NJDEP under the ACO and believes that decisions
regarding site cleanups should be made by NJDEP under the ACO. We are confident
that proceeding under the ACO will ensure a safe remediation and allow the
property to be placed back into productive use much faster and at a cost
significantly less than the remedies required by the court's order. We have not
completed development of a remedial action plan for the excavation and offsite
disposal directed under the court's order and therefore are unable to estimate
the cost of such actions. At trial, plaintiff's expert testified that the
excavation and offsite disposal cost might be $400 million. However, there are
significant variables in the implementation of the court's order and depending
on the method of implementation chosen, the estimate could increase or decrease.
Provisions have been previously made in our financial statements as to remedial
costs consistent with the ACO and during the three months ended June 30, 2003 we
provided for additional costs which are likely to be incurred during the
pendency of our appeal, which provisions do not assume excavation and offsite
removal of chromium from the site. There are alternative outcomes and remedies
beyond the scope of the ACO that could result from the remanding, reversal or
replacement of the Court's decision and order. At this time, we can neither
identify a probable alternative outcome nor reasonably estimate the cost of an
alternative remedy. Although we expect the court's decision and order to be
remanded, reversed or replaced, should the remedies prescribed in the court's
decision and order ultimately be upheld, such outcome could have a material
adverse impact on our consolidated results of operations or operating cash flows
in the periods recognized or paid.

     ASBESTOS MATTERS - Like many other industrial companies, Honeywell is a
defendant in personal injury actions related to asbestos. We did not mine or
produce asbestos, nor did we make or sell insulation products or other
construction materials that have been identified as the primary cause of
asbestos related disease in the vast majority of claimants. Rather, we made
several products that contained small amounts of asbestos.

     Honeywell's Bendix Friction Materials business manufactured automotive
brake pads that included asbestos in an encapsulated form. There is a group of
potential claimants consisting largely of professional brake mechanics. From
1981 through September 30, 2003, we have resolved about 62,500 Bendix claims at
an average indemnity cost per claim of approximately two thousand nine hundred
dollars. Through the second quarter of 2002, Honeywell had no out-of-pocket
costs for these cases since its insurance deductible was satisfied many years
ago. Beginning with claim payments made in the third quarter of 2002, Honeywell
began advancing indemnity and defense claim costs that amounted to approximately
$75 million in payments in the nine months ended September 30, 2003. A
substantial portion of this amount is expected to be reimbursed by insurance.
There are currently approximately 71,000 claims pending.

     On January 30, 2003, Honeywell and Federal-Mogul Corp. (Federal-Mogul)
entered into a letter of intent (LOI) pursuant to which Federal-Mogul would
acquire Honeywell's automotive


                                       3









Bendix Friction Materials (Bendix) business, with the exception of certain U.S.
based assets. In exchange, Honeywell would receive a permanent channeling
injunction shielding it from all current and future personal injury asbestos
liabilities related to Honeywell's Bendix business.

     Federal-Mogul, its U.S. subsidiaries and certain of its United Kingdom
subsidiaries voluntarily filed for financial restructuring under Chapter 11 of
the U.S. Bankruptcy Code in October 2001. Federal-Mogul will seek to establish
one or more trusts under Section 524(g) of the U.S. Bankruptcy Code as part of
its reorganization plan, including a trust for the benefit of Bendix asbestos
claimants. The reorganization plan to be submitted to the Bankruptcy Court for
approval will contemplate that the U.S. Bankruptcy Court in Delaware would issue
an injunction in favor of Honeywell that would channel to the Bendix 524(g)
trust all present and future asbestos claims relating to Honeywell's Bendix
business. The 524(g) trust created for the benefit of the Bendix claimants would
receive the rights to proceeds from Honeywell's Bendix related insurance
policies and would make these proceeds available to the Bendix claimants.
Honeywell would have no obligation to contribute any additional amounts toward
the settlement or resolution of Bendix related asbestos claims.

     In the fourth quarter of 2002, we recorded a charge of $167 million
consisting of a $131 million reserve for the sale of Bendix to Federal-Mogul,
our estimate of asbestos related liability net of insurance recoveries and costs
to complete the anticipated transaction with Federal-Mogul. Completion of the
transaction contemplated by the LOI is subject to the negotiation of definitive
agreements, the confirmation of Federal-Mogul's plan of reorganization by the
Bankruptcy Court, the issuance of a final, non-appealable 524(g) channeling
injunction permanently enjoining any Bendix related asbestos claims against
Honeywell, and the receipt of all required governmental approvals. We do not
believe that completion of such transaction as contemplated under the LOI would
have a material adverse impact on our consolidated results of operations or
financial position.

     During the third quarter of 2003, DaimlerChrysler AG, Ford Motor Co. and
General Motors Corp. filed a lawsuit in the U.S. Bankruptcy Court, against
Honeywell and Federal-Mogul seeking a declaration that Honeywell's Bendix unit
cannot be sold to Federal-Mogul and receive protection from asbestos claims
under Section 524(g) of the U.S. Bankruptcy Code. Honeywell believes the lawsuit
is without merit and intends to vigorously defend against the allegations in the
complaint.

     There can be no assurance, however, that the transaction contemplated by
the LOI will be completed. Honeywell presently has approximately $1.9 billion of
insurance coverage remaining with respect to Bendix related asbestos claims.
Although it is impossible to predict the outcome of pending or future claims, in
light of our potential exposure, our prior experience in resolving these claims,
and our insurance coverage, we do not believe that the Bendix related asbestos
claims will have a material adverse effect on our consolidated financial
position.

     Another source of claims is refractory products (high temperature bricks
and cement) sold largely to the steel industry in the East and Midwest by North
American Refractories Company (NARCO), a business we owned from 1979 to 1986.
Less than 2 percent of NARCO's products contained asbestos.


                                       4









     When we sold the NARCO business in 1986, we agreed to indemnify NARCO with
respect to personal injury claims for products that had been discontinued prior
to the sale (as defined in the sale agreement). NARCO retained all liability for
all other claims. NARCO had resolved approximately 176,000 claims through
January 4, 2002, the date NARCO filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, at an average cost per claim of two thousand two hundred
dollars. Of those claims, 43 percent were dismissed on the ground that there was
insufficient evidence that NARCO was responsible for the claimant's asbestos
exposure. As of the date of NARCO's bankruptcy filing, there were approximately
116,000 remaining claims pending against NARCO, including approximately 7
percent in which Honeywell was also named as a defendant. Since 1983, Honeywell
and our insurers have contributed to the defense and settlement costs associated
with NARCO claims. We have approximately $1.3 billion (excluding insurance
recoveries in October 2003 - see discussion below) of insurance remaining that
can be specifically allocated to NARCO related liability.

     As a result of the NARCO bankruptcy filing, all of the claims pending
against NARCO are automatically stayed pending the reorganization of NARCO
except one claim which is not material as to which the stay was lifted in August
2003. Because the claims pending against Honeywell necessarily will impact the
liabilities of NARCO, because the insurance policies held by Honeywell are
essential to a successful NARCO reorganization, and because Honeywell has
offered to commit the value of those policies to the reorganization, the
bankruptcy court has temporarily enjoined any claims against Honeywell, current
or future, related to NARCO. Although the stay has been extended nineteen times
since January 4, 2002, there is no assurance that such stay will remain in
effect. In connection with NARCO's bankruptcy filing, we paid NARCO's parent
company $40 million and agreed to provide NARCO with up to $20 million in
financing. We also agreed to pay $20 million to NARCO's parent company upon the
filing of a plan of reorganization for NARCO acceptable to Honeywell, and to pay
NARCO's parent company $40 million, and to forgive any outstanding NARCO
indebtedness, upon the confirmation and consummation of such a plan.

     As a result of ongoing negotiations with counsel representing NARCO related
asbestos claimants regarding settlement of all pending and potential NARCO
related asbestos claims against Honeywell, we have reached definitive agreements
or agreements in principle with approximately 256,000 claimants, which
represents in excess of 90 percent of the approximately 275,000 current
claimants who are now expected to file a claim as part of the NARCO
reorganization process. We are also in discussions with the NARCO Committee of
Asbestos Creditors on Trust Distribution Procedures for NARCO. We believe that,
as part of the NARCO plan of reorganization, a trust will be established
pursuant to these Trust Distribution Procedures for the benefit of all asbestos
claimants, current and future. If the trust is put in place and approved by the
court as fair and equitable, Honeywell as well as NARCO will be entitled to a
permanent channeling injunction barring all present and future individual
actions in state or federal courts and requiring all asbestos related claims
based on exposure to NARCO products to be made against the federally-supervised
trust. As part of its ongoing settlement negotiations, Honeywell has reached
agreement in principle with the representative for future NARCO claimants to cap
its annual contributions to the trust with respect to future claims at a level
that would not have a material impact on Honeywell's operating cash flows. Given
the substantial


                                        5









progress of negotiations between Honeywell and NARCO related asbestos claimants
and between Honeywell and the Committee of Asbestos Creditors during the fourth
quarter of 2002, Honeywell developed an estimated liability for settlement of
pending and future asbestos claims.

     During the fourth quarter of 2002, Honeywell recorded a charge of $1.4
billion for NARCO related asbestos litigation charges, net of insurance
recoveries. This charge consists of the estimated liability to settle current
asbestos related claims, the estimated liability related to future asbestos
related claims through 2018 and obligations to NARCO's parent, net of insurance
recoveries of $1.8 billion.

     The estimated liability for current claims is based on terms and
conditions, including evidentiary requirements, in definitive agreements or
agreements in principle with in excess of 90 percent of current claimants. Once
finalized, settlement payments with respect to current claims are expected to be
made over approximately a four-year period.

     The liability for future claims estimates the probable value of future
asbestos related bodily injury claims asserted against NARCO over a 15 year
period and obligations to NARCO's parent as discussed above. In light of the
uncertainties inherent in making long-term projections we do not believe that we
have a reasonable basis for estimating asbestos claims beyond 2018 under
Statement of Financial Accounting Standard No. 5 "Accounting for Contingencies."
Honeywell retained the expert services of Hamilton, Rabinovitz and Alschuler,
Inc. (HR&A) to project the probable number and value, including trust claim
handling costs, of asbestos related future liabilities. The methodology used to
estimate the liability for future claims has been commonly accepted by numerous
courts and is the same methodology that is utilized by an expert who is
routinely retained by the asbestos claimants committee in asbestos related
bankruptcies. The valuation methodology includes an analysis of the population
likely to have been exposed to asbestos containing products, epidemiological
studies to estimate the number of people likely to develop asbestos related
diseases, NARCO claims filing history and the pending inventory of NARCO
asbestos related claims.

     Honeywell has substantial insurance that reimburses it for portions of the
costs incurred to settle NARCO related claims and court judgments as well as
defense costs. This coverage is provided by a large number of insurance policies
written by dozens of insurance companies in both the domestic insurance market
and the London excess market. At September 30, 2003, a significant portion of
this coverage is with London-based insurance companies under a coverage-in-place
agreement. Coverage-in-place agreements are settlement agreements between
policyholders and the insurers specifying the terms and conditions under which
coverage will be applied as claims are presented for payment. These agreements
govern such things as what events will be deemed to trigger coverage, how
liability for a claim will be allocated among insurers and what procedures the
policyholder must follow in order to obligate the insurer to pay claims. We
conducted an analysis to determine the amount of insurance that we estimate is
probable that we will recover in relation to payment of current and projected
future claims. While the substantial majority of our insurance carriers are
solvent, some of our individual carriers are insolvent, which has been
considered in our analysis of probable recoveries. Some of our insurance
carriers have challenged our right to enter into settlement agreements resolving
all NARCO related asbestos claims against Honeywell. However, we believe there
is no factual or


                                       6









legal basis for such challenges and we believe that it is probable that we will
prevail in the resolution of, or in any litigation that is brought regarding
these disputes and, as of September 30, 2003, we have recognized approximately
$550 million in probable insurance recoveries from these carriers. We made
judgments concerning insurance coverage that we believe are reasonable and
consistent with our historical dealings with our insurers, our knowledge of any
pertinent solvency issues surrounding insurers and various judicial
determinations relevant to our insurance programs. Based on our analysis, we
recorded insurance recoveries that are deemed probable through 2018 of $1.8
billion. A portion of this insurance has been received, primarily from Equitas,
as discussed below.

     During the nine months ended September 30, 2003, we made asbestos related
payments of $467 million, including legal fees. During the nine months ended
September 30, 2003, we received $477 million in insurance reimbursements
including $472 million in cash received from Equitas related to a comprehensive
policy buy-back settlement of all insurance claims by Honeywell against Equitas.
The settlement resolves all claims by Honeywell against Equitas arising from
asbestos claims related to NARCO and Bendix.

     Projecting future events is subject to many uncertainties that could cause
the NARCO related asbestos liabilities to be higher or lower than those
projected and recorded. There is no assurance that ongoing settlement
negotiations will be successfully completed, that a plan of reorganization will
be proposed or confirmed, that insurance recoveries will be timely or whether
there will be any NARCO related asbestos claims beyond 2018. Given the inherent
uncertainty in predicting future events, we plan to review our estimates
periodically, and update them based on our experience and other relevant
factors. Similarly we will reevaluate our projections concerning our probable
insurance recoveries in light of any changes to the projected liability or other
developments that may impact insurance recoveries.

     In October 2003, we received approximately $150 million in cash from
various insurance companies related to our NARCO asbestos claims.

     We are monitoring proposals for federal asbestos legislation pending in the
United States Congress. Due to the uncertainty surrounding the proposed
legislation, it is not possible at this point in time to determine what impact
such legislation would have on the NARCO bankruptcy strategy, the proposed
transaction with Federal-Mogul, or our asbestos liabilities and related
insurance recoveries.


                                       7









                              EXHIBIT A-1 - FORM OF
                                REVOLVING CREDIT
                                 PROMISSORY NOTE


                                                    Dated: _______________, 200_

          FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
______________________ corporation (the "Borrower"), HEREBY PROMISES TO PAY to
the order of ______________________ (the "Lender") for the account of its
Applicable Lending Office on the Termination Date (each as defined in the Credit
Agreement referred to below) the aggregate principal amount of the Revolving
Credit Advances made by the Lender to the Borrower pursuant to the Five Year
Credit Agreement dated as of November 26, 2003 among Honeywell International
Inc., the Lender and certain other lenders parties thereto, and Citibank, N.A.,
as Agent for the Lender and such other lenders (as amended or modified from time
to time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined) outstanding on such date.

          The Borrower promises to pay interest on the unpaid principal amount
of each Revolving Credit Advance from the date of such Revolving Credit Advance
until such principal amount is paid in full, at such interest rates, and payable
at such times, as are specified in the Credit Agreement.

          Both principal and interest in respect of each Revolving Credit
Advance (i) in Dollars are payable in lawful money of the United States of
America to Citibank, N.A., as Agent, at 388 Greenwich Street, New York, New
York, 10013, in same day funds and (ii) in any Major Currency are payable in
such currency at the applicable Payment Office in same day funds. Each Revolving
Credit Advance owing to the Lender by the Borrower pursuant to the Credit
Agreement, and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Promissory Note.

          This Promissory Note is one of the Revolving Credit Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, (i) provides for the making of Revolving Credit
Advances by the Lender to the Borrower from time to time in an aggregate amount
not to exceed at any time outstanding the Dollar amount first above mentioned or
the Equivalent thereof in one or more Major Currencies, the indebtedness of the
Borrower resulting from each such Revolving Credit Advance being evidenced by
this Promissory Note, (ii) contains provisions for determining the Dollar
Equivalent of Revolving Credit Advances denominated in Major Currencies and
(iii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.









          The Borrower hereby waives presentment, demand, protest and notice of
any kind. No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

          This promissory note shall be governed by, and construed in accordance
with the laws of the State of New York.

                                        [NAME OF BORROWER]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


                                       2









                       ADVANCES AND PAYMENTS OF PRINCIPAL



                                                  Amount of
                      Amount of                   Principal     Unpaid
        Type of       Advance in      Interest      Paid      Principal   Notation
 DATE   Advance   Relevant Currency     Rate     or Prepaid    Balance    Made By
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                                       3









                              EXHIBIT A-2 - FORM OF
                                 COMPETITIVE BID
                                 PROMISSORY NOTE

                                                    Dated: _______________, 200_

          FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
_________________________ corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of _________________________ (the "Lender") for the account of its
Applicable Lending Office (as defined in the Five Year Credit Agreement dated as
of November 26, 2003 among Honeywell International Inc., the Lender and certain
other lenders parties thereto, and Citibank, N.A., as Agent for the Lender and
such other lenders (as amended or modified from time to time, the "Credit
Agreement"; the terms defined therein being used herein as therein defined)), on
_______________, the principal amount of [U.S.$_______________] [for a
Competitive Bid Advance in a Foreign Currency, list currency and amount of such
Advance].

          The Borrower promises to pay interest on the unpaid principal amount
hereof from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below:

          Interest Rate: [____% per annum (calculated on the basis of a year of
_____ days for the actual number of days elapsed)].

          Interest Payment Date or Dates: ______________

          Both principal and interest are payable in lawful money of
________________ to Citibank, N.A., as Agent, for the account of the Lender at
the office of __________________, at __________________ in same day funds.

          This Promissory Note is one of the Competitive Bid Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.

          The Borrower hereby waives presentment, demand, protest and notice of
any kind. No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

          This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

                                        [NAME OF BORROWER]


                                        By
                                           -----------------------------
                                           Name:
                                           Title:









                         EXHIBIT B-1 - FORM OF NOTICE OF
                           REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
   for the Lenders parties
   to the Credit Agreement
   referred to below
   Two Penns Way
   New Castle, Delaware 19720                                [Date]

Attention: Bank Loan Syndication

Ladies and Gentlemen:

          The undersigned, [Name of Borrower], refers to the Five Year Credit
Agreement, dated as of November 26, 2003 (as amended or modified from time to
time, the "Credit Agreement", the terms defined therein being used herein as
therein defined), among the undersigned, certain Lenders parties thereto, and
Citibank, N.A., as Agent for said Lenders, and hereby gives you notice,
irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Revolving Credit Borrowing (the "Proposed Revolving Credit Borrowing") as
required by Section 2.02(a) of the Credit Agreement:

          (i) The Business Day of the Proposed Revolving Credit Borrowing is
     _______________.

          (ii) The Type of Advances comprising the Proposed Revolving Credit
     Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].

          (iii) The aggregate amount of the Proposed Revolving Credit Borrowing
     is [$_______________] [for a Revolving Credit Borrowing in a Major
     Currency, list currency and amount of Revolving Credit Borrowing].

          [(iv) The initial Interest Period for each Eurocurrency Rate Advance
     made as part of the Proposed Revolving Credit Borrowing is _____ month[s].]









          The undersigned hereby certifies that the conditions precedent to this
Revolving Credit Borrowing set forth in Section 3.04 of the Credit Agreement
have been satisfied and the applicable statements contained therein are true on
the date hereof, and will be true on the date of the Proposed Revolving Credit
Borrowing.

                                        Very truly yours,

                                        [NAME OF BORROWER]


                                        By
                                           -----------------------------
                                           Name:
                                           Title:


                                       2









                         EXHIBIT B-2 - FORM OF NOTICE OF
                            COMPETITIVE BID BORROWING


Citibank, N.A., as Agent
   for the Lenders parties
   to the Credit Agreement
   referred to below
   Two Penns Way
   New Castle, Delaware 19720                                [Date]

Attention: Bank Loan Syndication

Ladies and Gentlemen:

          The undersigned, [Name of Borrower], refers to the Five Year Credit
Agreement, dated as of November 26, 2003 (as amended or modified from time to
time, the "Credit Agreement", the terms defined therein being used herein as
therein defined), among Honeywell International Inc., certain Lenders parties
thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that the
undersigned hereby requests a Competitive Bid Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which such Competitive
Bid Borrowing (the "Proposed Competitive Bid Borrowing") is requested to be
made:

          (A) Date of Competitive Bid Borrowing               __________________

          (B) Aggregate Amount of Competitive Bid Borrowing   __________________

          (C) [Maturity Date] [Interest Period]               __________________

          (D) Interest Rate Basis                             __________________

          (E) Day Count Convention                            __________________

          (F) Interest Payment Date(s)                        __________________

          (G) [Currency]                                      __________________

          (H) Borrower's Account Location                     __________________

          (I) ___________________                             __________________

          The undersigned hereby certifies that the conditions precedent to this
Competitive Bid Borrowing set forth in Section 3.05 of the Credit Agreement have
been satisfied and the applicable statements contained therein are true on the
date hereof, and will be true on the date of the Proposed Competitive Bid
Borrowing.









          The undersigned hereby confirms that the Proposed Competitive Bid
Borrowing is to be made available to it in accordance with Section 2.03(a)(v) of
the Credit Agreement.

                                        Very truly yours,

                                        [NAME OF BORROWER]


                                        By
                                           -----------------------------
                                           Name:
                                           Title:


                                       2









                               EXHIBIT C - FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                                                            Dated: _____________

          Reference is made to the Five Year Credit Agreement dated as of
November 26, 2003 (as amended or modified from time to time, the "Credit
Agreement") among Honeywell International Inc., a Delaware corporation (the
"Borrower"), the Lenders (as defined in the Credit Agreement), and Citibank,
N.A., as agent (the "Agent") for the Lenders. Terms defined in the Credit
Agreement are used herein with the same meaning.

          ____________ (the "Assignor") and ____________ (the "Assignee") agree
as follows:

          1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, an interest in and to
the Assignor's rights and obligations under the Credit Agreement as of the date
hereof (other than in respect of Competitive Bid Advances and Competitive Bid
Notes) equal to the percentage interest specified on Schedule 1 hereto of the
outstanding rights and obligations under the Credit Agreement (including, in the
case of an assignment of any Revolving Credit Commitment, participations in
Letters of Credit held by the Assignor on the date hereof) set forth on Schedule
1 hereto. After giving effect to such sale and assignment, the Assignee's
Revolving Credit Commitment and Letter of Credit Commitment and the amount of
the Revolving Credit Advances in each relevant currency owing to the Assignee
will be as set forth on Schedule 1 hereto.

          2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other instrument or document furnished pursuant thereto or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of any Borrower or the performance or observance by such Borrower of
any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; [and (iv) attaches the Revolving Credit
Note held by the Assignor and requests that the Agent obtain from the Borrower a
new Revolving Credit Note payable to the order of the Assignee with respect to
the aggregate principal amount of the Revolving Credit Advances assumed by such
Assignee pursuant hereto, substantially in the form of Exhibit A-1 to the Credit
Agreement].

          3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based









on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will perform
in accordance with their terms all of the obligations that by the terms of the
Credit Agreement are required to be performed by it as a Lender; and (vi)
attaches any U.S. Internal Revenue Service forms required under Section 2.14 of
the Credit Agreement.

          4. Following the execution of this Assignment and Acceptance, it will
be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.

          5. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement, provided, however,
that the Assignor's rights under Sections 2.11, 2.14 and 9.04 of the Credit
Agreement, and its obligations under Section 8.05 of the Credit Agreement, shall
survive the assignment pursuant to this Assignment and Acceptance as to matters
occurring prior to the Effective Date.

          6. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Credit Agreement and
the Revolving Credit Notes in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and facility
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make
all appropriate adjustments in payments under the Credit Agreement and any
Revolving Credit Notes for periods prior to the Effective Date directly between
themselves.

          7. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of New York.

          8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.

          IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule
1 to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.


                                       2









                                   Schedule 1
                                       to
                            Assignment and Acceptance

                                                           Dated:_______________


                                                                       
Section 1.

             Percentage interest assigned:                                   _____%

             Assignee's Revolving Credit Commitment:                            $__________

             Assignee's Letter of Credit Commitment:                            $__________

Section 2.

(a)  Assigned Advances

             Aggregate outstanding principal amount of Revolving Credit

             Advances in Dollars assigned:                                      $__________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in lawful currency of the United Kingdom of Great
             Britain and Northern Ireland assigned:                           'L'__________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in lawful currency of Japan assigned:                   'Y'__________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in Euros assigned:                                      'E'__________

(b)  Retained Advances

             Aggregate outstanding principal amount of Revolving Credit
             Advances in Dollars retained:                                      $_________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in lawful currency of the United Kingdom of Great
             Britain and Northern Ireland retained:                           'L'_________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in lawful currency of Japan retained:                   'Y'_________

             Aggregate outstanding principal amount of Revolving Credit
             Advances in Euros retained:                                      'E'_________



                                       3









             Effective Date(1):
                                ---------------

                                        [NAME OF ASSIGNOR], as Assignor


                                        By
                                          -----------------------------
                                               Title:

                                        Dated:
                                               ---------------


                                        [NAME OF ASSIGNEE], as Assignee


                                        By
                                          -----------------------------
                                               Title:

                                        Dated:
                                               ---------------

                                        Domestic Lending Office:
                                              [Address]

                                        Eurocurrency Lending Office:
                                               [Address]


Consented to this __________ day
of _______________

[NAME OF BORROWER]


By                                      ]
  --------------------------------------
Name:
Title:

- ----------
(1)  This date should be no earlier than five Business Days after the delivery
     of this Assignment and Acceptance to the Agent.


                                       4









                     EXHIBIT D - FORM OF DESIGNATION LETTER

                                                           [DATE]

To each of the Lenders
   parties to the
   Credit Agreement (as defined
   below) and to Citibank, N.A.,
   as Agent for such Lenders

Ladies and Gentlemen:

          Reference is made to the Five Year Credit Agreement dated as of
November 26, 2003 among Honeywell International Inc. (the "Company"), the
Lenders named therein, and Citibank, N.A., as Agent for said Lenders (the
"Credit Agreement"). For convenience of reference, terms used herein and defined
in the Credit Agreement shall have the respective meanings ascribed to such
terms in the Credit Agreement.

          Please be advised that the Company hereby designates its undersigned
Subsidiary, ____________ ("Designated Subsidiary"), as a "Designated Subsidiary"
under and for all purposes of the Credit Agreement.

          The Designated Subsidiary, in consideration of each Lender's agreement
to extend credit to it under and on the terms and conditions set forth in the
Credit Agreement, does hereby assume each of the obligations imposed upon a
"Designated Subsidiary" and a "Borrower" under the Credit Agreement and agrees
to be bound by the terms and conditions of the Credit Agreement. In furtherance
of the foregoing, the Designated Subsidiary hereby represents and warrants to
each Lenders as follows:

          1. The Designated Subsidiary is a corporation duly incorporated,
     validly existing and in good standing under the laws of __________________
     and is duly qualified to transact business in all jurisdictions in which
     such qualification is required.

          2. The execution, delivery and performance by the Designated
     Subsidiary of this Designation Letter, the Credit Agreement, its Notes and
     the consummation of the transactions contemplated thereby, are within the
     Designated Subsidiary's corporate powers, have been duly authorized by all
     necessary corporate action, and do not and will not cause or constitute a
     violation of any provision of law or regulation or any provision of the
     charter or by-laws of the Designated Subsidiary or result in the breach of,
     or constitute a default or require any consent under, or result in the
     creation of any lien, charge or encumbrance upon any of the properties,
     revenues, or assets of the Designated Subsidiary pursuant to, any indenture
     or other agreement or instrument to which the Designated Subsidiary is a
     party or by which the Designated Subsidiary or its property may be bound or
     affected.

          3. This Designation Agreement and each of the Notes of the Designated
     Subsidiary, when delivered, will have been duly executed and delivered, and
     this









     Designation Letter, the Credit Agreement and each of the Notes of the
     Designated Subsidiary, when delivered, will constitute a legal, valid and
     binding obligation of the Designated Subsidiary enforceable against the
     Designated Subsidiary in accordance with their respective terms except to
     the extent that such enforcement may be limited by applicable bankruptcy,
     insolvency and other similar laws affecting creditors' rights generally.

          4. There is no action, suit, investigation, litigation or proceeding
     including, without limitation, any Environmental Action, pending or to the
     knowledge of the Designated Subsidiary Threatened affecting the Designated
     Subsidiary before any court, governmental agency or arbitration that (i) is
     reasonably likely to have a Material Adverse Effect, or (ii) purports to
     effect the legality, validity or enforceability of this Designation Letter,
     the Credit Agreement, any Note of the Designated Subsidiary or the
     consummation of the transactions contemplated thereby.

          5. No authorizations, consents, approvals, licenses, filings or
     registrations by or with any governmental authority or administrative body
     are required in connection with the execution, delivery or performance by
     the Designated Subsidiary of this Designation Letter, the Credit Agreement
     or the Notes of the Designated Subsidiary except for such authorizations,
     consents, approvals, licenses, filings or registrations as have heretofore
     been made, obtained or effected and are in full force and effect.


                                       2









          6. The Designated Subsidiary is not, and immediately after the
     application by the Designated Subsidiary of the proceeds of each Advance
     will not be, (a) an "investment company" within the meaning of the
     Investment Company Act of 1940, as amended, or (b) a "holding company"
     within the meaning of the Public Utility Holding Company Act of 1935, as
     amended.

                                        Very truly yours,

                                        HONEYWELL INTERNATIONAL INC.


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


                                        [THE DESIGNATED SUBSIDIARY]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


                                       3









                 EXHIBIT E - FORM OF ACCEPTANCE BY PROCESS AGENT
                          [Letterhead of Process Agent]

                                                           [Date]

To each of the Lenders parties
to the Credit
Agreement (as defined
below) and to Citibank, N.A.,
as Agent for said Lenders

                         [Name of Designated Subsidiary]

Ladies and Gentlemen:

          Reference is made to (i) that certain Five Year Credit Agreement dated
as of November 26, 2003 among Honeywell International Inc., the Lenders named
therein, and Citibank, N.A., as Agent (such Credit Agreement as it may hereafter
be amended, supplemented or otherwise modified from time to time, being the
"Credit Agreement"; the terms defined therein being used herein as therein
defined), and (ii) to the Designation Letter, dated _________, pursuant to which
__________ has become a Borrower.

          Pursuant to Section 9.12 of the Credit Agreement to which __________
has become subject pursuant to its Designation Letter, __________ has appointed
the undersigned (with an office on the date hereof at 1633 Broadway, New York,
New York 10019, United States) as Process Agent to receive on behalf of
______________ and its property service of copies of the summons and complaint
and any other process which may be served in any action or proceeding in any New
York State or Federal court sitting in New York City arising out of or relating
to the Credit Agreement.

          The undersigned hereby accepts such appointment as Process Agent and
agrees with each of you that (i) the undersigned will not terminate or abandon
the undersigned agency as such Process Agent without at least six months prior
notice to the Agent (and hereby acknowledges that the undersigned has been
retained for its services as Process Agent through __________ __, 2008), (ii)
the undersigned will maintain an office in New York City through such date and
will give the Agent prompt notice of any change of address of the undersigned,
(iii) the undersigned will perform its duties as Process Agent to receive on
behalf of ______________ and its property service of copies of the summons and
complaint and any other process which may be served in any action or proceeding
in any New York State or Federal court sitting in New York City arising out of
or relating to the Credit Agreement and (iv) the undersigned will forward
forthwith to ______________ at its address at ________________ or, if different,
its then current address, copies of any summons, complaint and other process
which the undersigned receives in connection with its appointment as Process
Agent.









          This acceptance and agreement shall be binding upon the undersigned
and all successors of the undersigned.

                                        Very truly yours,

                                        [PROCESS AGENT]


                                        By
                                          --------------------------------------


                                       2









                           EXHIBIT F - FORM OF OPINION
                               OF GAIL E. LEHMAN,
                    ASSISTANT GENERAL COUNSEL FOR THE COMPANY

                                                            __________ __, 2003

To each of the Lenders parties
   to the Credit Agreement
   (as defined below),
   and to Citibank, N.A.,
   as Agent for said Lenders

                          Honeywell International Inc.

Ladies and Gentlemen:

          This opinion is furnished to you pursuant to Section 3.01(e)(iv) of
the Five Year Credit Agreement dated as of November 26, 2003 among Honeywell
International Inc. (the "Company"), the Lenders parties thereto, and Citibank,
N.A., as Agent for said Lenders (the "Credit Agreement"). Terms defined in the
Credit Agreement are, unless otherwise defined herein, used herein as therein
defined.

          I have acted as counsel for the Company in connection with the
preparation, execution and delivery of the Credit Agreement.

          In that connection I have examined:

          (1) The Credit Agreement.

          (2) The documents furnished by the Company pursuant to Article III of
     the Credit Agreement, including the Certificate of Incorporation of the
     Company and all amendments thereto (the "Charter") and the By-laws of the
     Company and all amendments thereto (the "By-laws").

          (3) A certificate of the Secretary of State of the State of Delaware,
     dated ____________, 2003, attesting to the continued corporate existence
     and good standing of the Company in that State.

I have also examined the originals, or copies certified to my satisfaction, of
such corporate records of the Company (including resolutions adopted by the
Board of Directors of the Company), certificates of public officials and of
officers of the Company, and agreements, instruments and documents, as I have
deemed necessary as a basis for the opinions hereinafter expressed. As to
questions of fact material to such opinions, I have, when relevant facts were
not









independently established by me, relied upon certificates of the Company or
its officers or of public officials. I have assumed the due execution and
delivery, pursuant to due authorization, of the Credit Agreement by the Initial
Lenders and the Agent.

          I am qualified to practice law in the State of New York,
and I do not purport to be expert in, or to express any
opinion herein concerning, any laws other than the laws of the State of New
York, the General Corporation Law of the State of Delaware and the Federal laws
of the United States.

          Based upon the foregoing and upon such investigation as I have deemed
necessary, I am of the following opinion:

          1. The Company (a) is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Delaware, (b) is duly
     qualified as a foreign corporation in each other jurisdiction in which it
     owns or leases property or in which the conduct of its business requires it
     to so qualify or be licensed and (c) has all requisite corporate power and
     authority to own or lease and operate its properties and to carry on its
     business as now conducted and as proposed to be conducted.

          2. The execution, delivery and performance by the Company of the
     Credit Agreement and the Notes of the Company, and the consummation of the
     transactions contemplated thereby, are within the Company's corporate
     powers, have been duly authorized by all necessary corporate action, and do
     not (i) contravene the Charter or the By-laws or (ii) violate any law
     (including, without limitation, the Securities Exchange Act of 1934 and the
     Racketeer Influenced and Corrupt Organizations Chapter of the Organized
     Crime Control Act of 1970), rule, regulation (including, without
     limitation, Regulation X of the Board of Governors of the Federal Reserve
     System) or any material order, writ, judgment, decree, determination or
     award or (iii) conflict with or result in the breach of, or constitute a
     default under, any material indenture, loan or credit agreement, lease,
     mortgage, security agreement, bond, note or any similar document. The
     Credit Agreement and the Notes of the Company have been duly executed and
     delivered on behalf of the Company.

          3. No authorization, approval, or other action by, and no notice to or
     filing with, any governmental authority, administrative agency or
     regulatory body, or any third party is required for the due execution,
     delivery and performance by the Company of the Credit Agreement or the
     Notes of the Company, or for the consummation of the transactions
     contemplated thereby.

          4. The Credit Agreement is, and each Note of the Company when
     delivered under the Credit Agreement will be, the legal, valid and binding
     obligation of the Company enforceable against the Company in accordance
     with their respective terms, except as the enforceability thereof may be
     limited by bankruptcy, insolvency, reorganization or moratorium or other
     similar laws relating to the enforcement of creditors' rights generally or
     by the application of general principles of equity (regardless of whether
     such enforceability is considered in a proceeding in equity or at law), and


                                       2









     except that I express no opinion as to (i) the subject matter jurisdiction
     of the District Courts of the United States of America to adjudicate any
     controversy relating to the Credit Agreement or the Notes of the Company or
     (ii) the effect of the law of any jurisdiction (other than the State of New
     York) wherein any Lender or Applicable Lending Office may be located or
     wherein enforcement of the Credit Agreement or the Notes of the Company may
     be sought which limits rates of interest which may be charged or collected
     by such Lender.

          5. There is no action, suit, investigation, litigation or proceeding
     against the Company or any of its Subsidiaries before any court,
     governmental agency or arbitrator now pending or, to the best of my
     knowledge, Threatened that is reasonably likely to have a Material Adverse
     Effect (other than the Disclosed Litigation) or that purports to affect the
     legality, validity or enforceability of the Credit Agreement or any Note of
     the Company or the consummation of the transactions contemplated thereby,
     and there has been no adverse change in the status, or financial effect on
     the Company or any of its Subsidiaries, of the Disclosed Litigation from
     that described on Schedule 3.01(b) of the Credit Agreement.

          6. The Company is not an "investment company" within the meaning of
     the Investment Company Act of 1940, as amended.

          7. The Company is not a "holding company" within the meaning of the
     Public Utility Holding Company Act of 1935, as amended.

          In connection with the opinions expressed by me above in paragraph 4,
I wish to point out that (i) provisions of the Credit Agreement that permit the
Agent or any Lender to take action or make determinations may be subject to a
requirement that such action be taken or such determinations be made on a
reasonable basis and in good faith, (ii) that a party to whom an advance is owed
may, under certain circumstances, be called upon to prove the outstanding amount
of the Advances evidenced thereby and (iii) the rights of the Agent and the
Lenders provided for in Section 9.04(b) of the Credit Agreement may be limited
in certain circumstances.

                                        Very truly yours,


                                       3









                     EXHIBIT G - FORM OF OPINION OF COUNSEL
                           TO A DESIGNATED SUBSIDIARY

                                                             ____________, 20 __

To each of the Lenders parties
   to the Credit Agreement
   (as defined below),
   and to Citibank, N.A., as Agent
   for said Lenders

Ladies and Gentlemen:

          In my capacity as counsel to _____________________ ("Designated
Subsidiary"), I have reviewed that certain Five Year Credit Agreement dated as
of November 26, 2003 among Honeywell International Inc., the Lenders named
therein, and Citibank, N.A., as Agent for such Lenders (the "Credit Agreement").
In connection therewith, I have also examined the following documents:

          (i) The Designation Letter (as defined in the Credit Agreement)
     executed by the Designated Subsidiary.

          [such other documents as counsel may wish to refer to]

          I have also reviewed such matters of law and examined the original,
certified, conformed or photographic copies of such other documents, records,
agreements and certificates as I have considered relevant hereto.

          Except as expressly specified herein all terms used herein and defined
in the Credit Agreement shall have the respective meanings ascribed to them in
the Credit Agreement.

          Based upon the foregoing, I am of the opinion that:

          1. The Designated Subsidiary (a) is a corporation duly incorporated,
     validly existing and in good standing under the laws of
     _________________________, (b) is duly qualified in each other jurisdiction
     in which it owns or leases property or in which the conduct of its business
     requires it to so qualify or be licensed and (c) has all requisite
     corporate power and authority to own or lease and operate its properties
     and to carry on its business as now conducted and as proposed to be
     conducted.

          2. The execution, delivery and performance by the Designated
     Subsidiary of its Designation Letter, the Credit Agreement and its Notes,
     and the consummation of the transactions contemplated thereby, are within
     the Designated Subsidiary's corporate powers, have been duly authorized by
     all necessary corporate action, and do not and will not cause or constitute
     a violation of any provision of law or regulation or any material









     order, writ, judgment, decree, determination or award or any provision of
     the charter or by-laws or other constituent documents of the Designated
     Subsidiary or result in the breach of, or constitute a default or require
     any consent under, or result in the creation of any lien, charge or
     encumbrance upon any of the properties, revenues, or assets of the
     Designated Subsidiary pursuant to, any material indenture or other
     agreement or instrument to which the Designated Subsidiary is a party or by
     which the Designated Subsidiary or its property may be bound or affected.
     The Designation Letter and each Note of the Designated Subsidiary has been
     duly executed and delivered on behalf of the Designated Subsidiary.

          3. The Credit Agreement and the Designation Letter of the Designated
     Subsidiary are, and each Note of the Designated Subsidiary when delivered
     under the Credit Agreement will be, the legal, valid and binding obligation
     of the Designated Subsidiary enforceable in accordance with their
     respective terms, except as the enforceability thereof may be limited by
     bankruptcy, insolvency, reorganization or moratorium or other similar laws
     relating to the enforcement of creditors' rights generally or by the
     application of general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law), and
     except that I express no opinion as to (i) the subject matter jurisdiction
     of the District Courts of the United States of America to adjudicate any
     controversy relating to the Credit Agreement, the Designation Letter of the
     Designated Subsidiary or the Notes of the Designated Subsidiary or (ii) the
     effect of the law of any jurisdiction (other than the State of New York)
     wherein any Lender or Applicable Lending Office may be located or wherein
     enforcement of the Credit Agreement, the Designation Letter of the
     Designated Subsidiary or the Notes of the Designated Subsidiary may be
     sought which limits rates of interest which may be charged or collected by
     such Lender.

          4. There is no action, suit, investigation, litigation or proceeding
     at law or in equity before any court, governmental agency or arbitration
     now pending or, to the best of my knowledge and belief, Threatened against
     the Designated Subsidiary that is reasonably likely to have a Material
     Adverse Effect or that purports to affect the legality, validity or
     enforceability of the Designation Letter of the Designated Subsidiary, the
     Credit Agreement or any Note of the Designated Subsidiary or the
     consummation of the transactions contemplated thereby.

          5. No authorizations, consents, approvals, licenses, filings or
     registrations by or with any governmental authority or administrative body
     are required for the due execution, delivery and performance by the
     Designated Subsidiary of its Designation Letter, the Credit Agreement or
     the Notes of the Designated Subsidiary except for such authorizations,
     consents, approvals, licenses, filings or registrations as have heretofore
     been made, obtained or affected and are in full force and effect.

          6. The Designated Subsidiary is not an "investment company" within the
     meaning of the Investment Company Act of 1940, as amended.


                                       2









          7. The Designated Subsidiary is not a "holding company" within the
     meaning of the Public Utility Holding Company Act of 1935, as amended.

          In connection with the opinions expressed by me above in paragraph 3,
I wish to point out that (i) provisions of the Credit Agreement which permit the
Agent or any Lender to take action or make determinations may be subject to a
requirement that such action be taken or such determinations be made on a
reasonable basis and in good faith, (ii) a party to whom an advance is owed may,
under certain circumstances, be called upon to prove the outstanding amount of
the Advances evidenced thereby and (iii) the rights of the Agent and the Lenders
provided for in Section 9.04(b) of the Credit Agreement may be limited in
certain circumstances.

                                        Very truly yours,


                                       3









                           EXHIBIT H - FORM OF OPINION
                           OF SHEARMAN & STERLING LLP,
                              COUNSEL TO THE AGENT

                                [S&S LETTERHEAD]

                                                           ____________ __, 2003

To the Initial Lenders party to the
   Credit Agreement referred
   to below and to Citibank, N.A.,
   as Agent

Ladies and Gentlemen:

          We have acted as special New York counsel to Citibank, N.A., as Agent,
in connection with the preparation, execution and delivery of the Five Year
Credit Agreement dated as of November 26, 2003 (the "Credit Agreement"), among
Honeywell International Inc., a Delaware corporation (the "Company"), and each
of you (each a "Lender"). Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.

          In that connection, we have examined a counterpart of the Credit
Agreement executed by the Company, the Revolving Credit Notes executed by the
Company and delivered on the date hereof (for purposes of this opinion letter,
the "Notes") and, to the extent relevant to our opinion expressed below, the
other documents delivered by the Company pursuant to Section 3.01 of the Credit
Agreement.

          In our examination of the Credit Agreement, the Notes and such other
documents, we have assumed, without independent investigation (a) the due
execution and delivery of the Credit Agreement by all parties thereto and of the
Notes by the Company, (b) the genuineness of all signatures, (c) the
authenticity of the originals of the documents submitted to us and (d) the
conformity to originals of any documents submitted to us as copies.

          In addition, we have assumed, without independent investigation, that
(i) the Company is duly organized and validly existing under the laws of the
jurisdiction of its organization and has full power and authority (corporate and
otherwise) to execute, deliver and perform the Credit Agreement and the Notes
and (ii) the execution, delivery and performance by the Company of the Credit
Agreement and the Notes have been duly authorized by all necessary action
(corporate or otherwise) and do not (A) contravene the certificate of
incorporation, bylaws or other constituent documents of the Company, (B)
conflict with or result in the breach of any document or instrument binding on
the Company or (C) violate or require any governmental or regulatory
authorization or other action under any law, rule or regulation applicable to
the Company other than New York law or United States federal law applicable to
borrowers generally or, assuming the correctness of the Company's statements
made as representations and









warranties in Section 4.01(c) of the Credit Agreement, applicable to the
Company. We have also assumed that the Credit Agreement is the legal, valid and
binding obligation of each Lender, enforceable against such Lender in accordance
with its terms.

          Based upon the foregoing examination and assumptions and upon such
other investigation as we have deemed necessary and subject to the
qualifications set forth below, we are of the opinion that the Credit Agreement
and each of the Notes are the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms.

          Our opinion above is subject to the following qualifications:

               (i) Our opinion above is subject to the effect of any applicable
          bankruptcy, insolvency (including, without limitation, all laws
          relating to fraudulent transfers), reorganization, moratorium or
          similar law affecting creditors' rights generally.

               (ii) Our opinion above is also subject to the effect of general
          principles of equity, including (without limitation) concepts of
          materiality, reasonableness, good faith and fair dealing (regardless
          of whether considered in a proceeding in equity or at law).

               (iii) We express no opinion as to the enforceability of the
          indemnification provisions set forth in Section 9.04 of the Credit
          Agreement to the extent enforcement thereof is contrary to public
          policy regarding the exculpation of criminal violations, intentional
          harm and acts of willful or gross negligence or recklessness.

               (iv) We also express no opinion as to the enforceability of the
          provisions of Section 9.15 of the Credit Agreement (concerning
          currency conversion for judgments, and judgments in a currency other
          than that of the primary currency).

               (v) Our opinion above is limited to the law of the State of New
          York and the federal law of the United States of America and we do not
          express any opinion herein concerning any other law. Without limiting
          the generality of the foregoing, we express no opinion as to the
          effect of the law of a jurisdiction other than the State of New York
          wherein any Lender may be located or wherein enforcement of the Credit
          Agreement or any of the Notes may be sought that limits the rates of
          interest legally chargeable or collectible.

          A copy of this opinion letter may be delivered by any of you to any
Person that becomes a Lender in accordance with the provisions of the Credit
Agreement. Any such Lender may rely on the opinion expressed above as if this
opinion letter were addressed and delivered to such Lender on the date hereof.


                                        2









          This opinion letter speaks only as of the date hereof. We expressly
disclaim any responsibility to advise you or any other Lender who is permitted
to rely on the opinion expressed herein as specified in the next preceding
paragraph of any development or circumstance of any kind including any change of
law or fact that may occur after the date of this opinion letter even though
such development, circumstance or change may affect the legal analysis, a legal
conclusion or any other matter set forth in or relating to this opinion letter.
Accordingly, any Lender relying on this opinion letter at any time should seek
advice of its counsel as to the proper application of this opinion letter at
such time.

                                        Very truly yours,


                                        3

Exhibit 10.13 Honeywell Memorandum Date: February 10, 2004 To: J. Kevin Gilligan From: Thomas W. Weidenkopf Subject: Employment Separation Agreement and Release This Employment Separation Agreement and Release ("Agreement and Release") confirms our mutual understanding regarding your rights and benefits under the Honeywell International Inc. Severance Plan for Senior Executives ("Senior Severance Plan") incident to your termination of employment with Honeywell International Inc., its predecessor companies, affiliates, subsidiaries and business units, past and present ("Honeywell" or the "Company"). By signing this Agreement and Release, you hereby acknowledge that these benefits are in full satisfaction of all rights to termination or severance related benefits for which you may have been eligible or may claim to be eligible under any agreement or promise, whether written or oral, express or implied, or any Company sponsored severance plan (including the Senior Severance Plan) or program. Date of Termination You have previously agreed to your separation from service from the Company. Accordingly, your last day of work ("Last Day of Active Employment") will be January 9, 2004. Vacation Pay Unused 2003 vacation pay shall be paid out as a lump sum as soon as practicable after your Last Day of Active Employment. You are entitled to six (6) days of unused prior year vacation pay. Unused 2004 accrued vacation pay shall be paid out as a lump sum as soon as practicable after your Last Day of Active Employment. You are entitled to two and one-half (2.5) days of unused current year accrued vacation pay. Current year vacation pay ceases to accrue as of your Last Day of Active Employment. Severance Pay Provided you sign and return this Agreement and Release in the form provided to you, you shall receive eighteen (18) months of initial base salary continuation ("Initial Salary Continuation Period") and twelve (12) months of extended base salary continuation ("Extended Salary Continuation Period") following your Last Day of Active Employment. Your Initial Salary Continuation Period and Extended Salary Continuation Period are hereinafter collectively referred to as your "Salary Continuation Period". Your Salary Continuation Period shall extend from January 10, 2004 through July 9, 2006. The period commencing on the day following your

-2- Last Day of Active Employment and ending on the last day of your Salary Continuation Period is referred to herein as the "Benefit Period". During your Salary Continuation Period, you shall be eligible for a short-term incentive compensation award in accordance with the terms of the Senior Severance Plan. The amount of such award for each calendar year that contains a portion of your Salary Continuation Period shall be as follows: 2004 Award (payable in March 2005) = $479,250 2005 Award (payable in March 2006) = $479,250 2006 Award (payable in March 2007) = $248,625 These salary continuation payments are hereinafter collectively referred to as "Severance Pay". The Company reserves the right in its sole discretion to continue your Severance Pay and/or certain benefits while you review this Agreement and Release, provided that this Severance Pay and benefits continuation shall in no event be construed as a waiver by the Company of the provision in the Senior Severance Plan making benefits contingent on execution of a release of claims in favor of the Company. Provided that you have signed and returned this Agreement and Release in the form provided, in the event of your death after your Last Day of Active Employment, payment of any remaining Severance Pay owing under this Agreement and Release will be made to your estate. All vacation and Severance Pay benefits are subject to federal, state and other applicable taxes and withholdings. Employee Benefits A general description of your rights to continued participation in your employee benefit plans is attached hereto as Exhibit A. Such description is for information purposes only and is not a part of this Agreement and Release. Additional Consideration In addition to the benefits to which you are entitled under the Senior Severance Plan, you shall be entitled to the following benefit(s) ("Additional Benefits"), provided you sign and return this Agreement and Release in the form provided to you: 1. Executive outplacement assistance is available to you for up to twelve (12) months, ending January 9, 2005. Executive outplacement assistance will be provided through Lee Hecht Harrison's personalized senior executive "Signature Service" and shall be coordinated through your Human Resources office. 2. The provision of Severance Pay during your Extended Salary Continuation Period.

-3- 3. Forty-five thousand (45,000) unvested stock options from your February 7, 2003 option grant shall continue to vest as scheduled on January 1, 2005. You shall have three (3) years from your Last Day of Active Employment to exercise any options that vest under this paragraph. 4. Seventy-four thousand five hundred (74,500) unvested restricted units (twelve thousand (12,000) from your January 1, 2000 grant, twelve thousand five hundred (12,500) from your July 16, 2001 grant, and fifty thousand (50,000) from your February 7, 2002 grant) shall continue to vest as scheduled on January 28, 2005, July 16, 2004 and February 7, 2004, respectively. Dividends will be paid to you on these unvested restricted units. 5. You will become vested in the premium interest rate related to your Deferred Incentive and Deferred Salary accounts. Consideration for the Release The Severance Pay and Additional Benefits (the "Consideration") are something of value that will be available to you only in return for your signed Agreement and Release in the form provided to you. If you choose not to sign this Agreement and Release in the form provided to you, you will not be entitled to the Consideration. Contingencies In order to receive the Consideration under this Agreement and Release, you must return this signed Agreement and Release in the form provided to Thomas W. Weidenkopf at 101 Columbia Road, Morristown, New Jersey, no later than March 10, 2004. In the event that before the end of your Benefit Period you (i) accept a position with the Company as an employee, or (ii) return to work at Honeywell as a leased employee, consultant or independent contractor, all Consideration under this Agreement and Release will terminate as of the date your employment with the Company resumes. In such event, all Consideration paid to you before you are reinstated or rehired shall be considered to be valuable legal consideration to which you were not otherwise entitled and the Release of Claims and Confidentiality provisions of this Agreement and Release shall remain in effect and fully enforceable. Subject to the preceding paragraph, your acceptance of a position with another company will not affect your eligibility for the Consideration under this Agreement and Release. However, the Company reserves the right to cancel your Consideration (and to seek full reimbursement thereof) in the event that, at any time during the Salary Continuation Period, you engage in activities determined to be significantly detrimental to the Company's interests, including, without limitation, (i) recruiting, hiring or soliciting Honeywell employees for employment or the performance of services with a competing company, (ii) breach of any obligations under any confidentiality agreement or intellectual property agreement, (iii) making disparaging, knowingly false or misleading statements about the Company or its products, officers or

-4- employees to competitors, customers, potential customers or to current or former employees of the Company, (iv) commission of any fraud or misappropriation of property, proprietary information, intellectual property or trade secrets of the Company for personal gain or for the benefit of another party, (v) engaging in intentional misconduct substantially damaging to the property or business of the Company, (vi) holding yourself out as an active Honeywell employee, and (vii) materially breaching any of the terms of this Agreement and Release. For at least six months after your Salary Continuation Period ends, your eligibility to return to work at Honeywell as a Honeywell employee, as a leased employee or as an independent contractor or consultant shall be subject to the Company's policies on contingent workers. Release Of Claims In exchange for the Consideration, you do hereby waive and do hereby release, knowingly and willingly, Honeywell International Inc., its future parent corporations, its predecessor companies, its past, present and future divisions, subsidiaries, affiliates and related companies and their successors and assigns and all past, present and future directors, officers, employees and agents of these entities, personally and as directors, officers, employees and agents (collectively the "Honeywell Group"), from any and all claims of any nature whatsoever you have arising out of your employment and/or the termination of your employment with the Honeywell Group, known or unknown, including but not limited to any claims you may have under federal, state or local employment, labor, or anti-discrimination laws, statutes and case law and specifically claims arising under the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1964, as amended, the Americans with Disabilities Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Family and Medical Leave Act, the Rehabilitation Act of 1973, the Fair Labor Standards Act, the Labor-Management Relations Act, the Equal Pay Act and the Worker Adjustment Retraining and Notification Act, the Minnesota Human Rights Act, the Minnesota Equal Pay Law, the Minnesota Age Discrimination Law, the Minnesota Smokers' Rights Law, the Minnesota Parental Leave Act, the Minnesota Constitution, Minnesota common law and any and all other applicable state, county or local statutes, ordinances or regulations, including claims for attorneys' fees; provided, however, that this release does not apply to claims for benefits under Honeywell Group sponsored benefit plans covered under ERISA (other than claims for severance and severance related benefits), does not apply to claims arising out of obligations expressly undertaken in this Agreement and Release, and does not apply to claims arising out of any act or omission occurring after the date you sign this Agreement and Release. All claims, including contingent claims, for incentive compensation awards under any Honeywell Group plan or payroll practice, along with any claims under any state wage and hour laws, are specifically subject to this release of claims. Any rights to benefits (other than severance benefits) under Honeywell Group sponsored benefit plans are governed exclusively by the written plan documents. You acknowledge and understand that you have accepted the Consideration referenced in this Agreement and Release in full satisfaction of all claims and obligations of the Honeywell Group to you regarding any matter or incident up to the date you execute this Agreement and Release (except to the extent expressly excepted from the terms of this Agreement and Release) and you affirmatively intend to be legally bound thereby.

-5- You hereby agree and acknowledge that you are not entitled to receive any additional payments or benefits from the Honeywell Group related to your employment or termination of employment other than as expressly provided herein. Cooperation and Nondisclosure In further exchange for the Consideration you receive under this Agreement and Release, you agree to cooperate fully with the Company in any matters that have given or may give rise to a legal claim against the Company, and of which you are knowledgeable as a result of your employment with the Company. This requires you, without limitation, to (1) make yourself available upon reasonable request to provide information and assistance to the Company on such matters without additional compensation, except for your out of pocket costs, (2) maintain the confidentiality of all Company privileged or confidential information including, without limitation, attorney-client privileged communications and attorney work product, unless disclosure is expressly authorized by the Company's law department, and (3) notify the Company promptly of any requests to you for information related to any pending or potential legal claim or litigation involving the Company, reviewing any such request with a designated representative of the Company prior to disclosing any such information, and permitting a representative of the Company to be present during any communication of such information. In particular, and without limiting the applicability of the foregoing, you agree to make yourself reasonably available to assist (including, without limitation, making yourself available for interviews, depositions and trial) the Company in its defense of securities litigation currently pending in New Jersey Federal District Court under the caption In Re Honeywell Securities Litigation. Indemnification Honeywell will indemnify you, to the extent permitted by law and Honeywell's certificate of incorporation and by-laws, for personal acts and omissions committed in the exercise of your duties as an officer of the Company. Consistent with this obligation, the Company will advance indemnification expenses on your behalf, provided you sign an undertaking to repay all such amounts if it shall be ultimately determined by final judicial decision that you are not entitled to indemnification. Non-Competition Agreement In further exchange for the Consideration you receive under this Agreement and Release, you agree that for the entirety of your Salary Continuation Period you will not, without the written consent of Honeywell, directly or indirectly, (a) engage or be interested in (without any geographic restrictions or limitations), as owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise, directly or indirectly, with or without compensation, any Competing Business or assist any Competing Business, (b) alone or in concert with others, employ or seek to employ, induce or solicit for employment, any person who was employed by the Company (other than persons employed in a clerical or other non-professional position) within the twelve (12) month period preceding the date of such employment or solicitation, or (c)

-6- directly or through any third party, solicit, entice, persuade or induce any person or entity doing business with the Company, to terminate such relationship or to refrain from extending or renewing the same. For purposes of this Agreement, "Competing Business" shall mean each of the following entities and their subsidiaries and affiliates (including any successors thereto): (i) Siemens Building Technologies (a division of Siemens A.G.), (ii) Tyco Fire and Security (a division of Tyco International), (iii) GE Infrastructure (a division of General Electric Company), (iv) the HVAC and Process Control divisions of Emerson Electric Co., (v) Johnson Controls, Inc., (vi) Carrier (a division of United Technologies Corporation), (vii) Danaher Corporation, (viii) Trane (a division of American Standard Inc.), (ix) Yokogawa Corporation of America, (x) Invensys plc, (xii) Robert Bosch Corporation, and (xii) any business entity or group of business entities, regardless of whether organized as a corporation, partnership (general or limited), joint venture, association or other organization or entity ("Business Entity") with annual gross sales in excess of $1 billion, but only to the extent such Business Entity designs, develops, produces, offers for sale or sells products or services that compete with products and services offered for sale by Honeywell's Automation and Control Solutions business. Nothing herein, however, shall prohibit you from acquiring or holding not more than one percent (1%) of any class of publicly traded securities of any such business; provided that such securities entitle you to no more than one percent (1%) of the total outstanding votes entitled to be cast by security holders of such business in matters on which such security holders are entitled to vote. In the event any of the foregoing covenants shall be determined by any court of competent jurisdiction to be unenforceable by reason of extending for too great a period of time, over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The invalidity or unenforceability of any particular provision of this Non-Competition Agreement paragraph shall not affect the other provisions hereof, which shall continue in full force and effect. You agree that the Company's remedies at law would be inadequate in the event of a breach or threatened breach of this Non-Competition Agreement paragraph; accordingly, the Company shall be entitled, in addition to its rights at law, to seek an injunction or other equitable relief without the need to post a bond. The terms of this Non-Competition Agreement paragraph are to be read consistent with the terms of the Company's standard Agreement Relating to Intellectual Property and Confidential Information ("IP/Confidentiality Agreement"), a copy of which is attached hereto as Exhibit "B"; provided, however, to the extent the terms of this Non-Competition Agreement paragraph are more restrictive than such IP/Confidentiality Agreement, the terms of this Non-Competition Agreement paragraph shall govern.

-7- Confidentiality Subject to the covenants in Exhibit B, you agree not to disclose or cause any other person to disclose to third parties, including employees of the Company, the terms of this Agreement and Release; provided, however, that you have the right to disclose the terms of this Agreement and Release to your spouse, your financial/tax advisor and your attorney and in response to a governmental inquiry, including a governmental tax audit or a judicial subpoena. You understand that your breach of this confidentiality provision shall excuse the Company from performing further under this Agreement and Release, and the Company shall be entitled to repayment of the Consideration provided hereunder upon demand. You agree that neither this Agreement and Release nor any version of this Agreement and Release shall be admissible in any forum as evidence against the Company or you except in a proceeding to enforce this Agreement and Release. This Agreement and Release does not constitute an admission of wrongdoing by either party. You acknowledge and agree that any agreements signed by you relating to intellectual property and confidential information acquired by you as a result of your employment with the Company remain in full force and effect and place legal obligations upon you that continue beyond your employment with the Company. In further exchange for the Consideration you receive under this Agreement and Release, you agree to abide by the confidentiality and intellectual property covenants set forth in Exhibit B attached hereto with respect to knowledge acquired during your employment with the Company. You hereby agree that the covenants appearing at Exhibit B are a material part of this Agreement and Release. Compliance With Sarbanes-Oxley Act Nothing in this Agreement and Release (or any exhibit or attachment thereto) shall be construed to prohibit you from reporting any accounting, internal accounting control, or auditing matter to any federal regulatory agency, any federal law enforcement agency, or any Member of Congress or any committee or subcommittee of Congress. Nor shall this Agreement and Release (or any exhibit or attachment thereto) be construed to prohibit you from engaging in any activity protected by 18 U.S.C. 'SS'1514A. Severability; Entire Agreement; No Oral Modifications; No Waivers Should any of the provisions of this Agreement and Release (other than the Release of Claims provision) be determined to be invalid by a court of competent jurisdiction, the parties agree that this shall not affect the enforceability of the other provisions of the Agreement and Release. In such case, the parties shall renegotiate the invalidated provision(s) in good faith to effectuate its/their purpose and to conform the provision(s) to applicable law. This Agreement and Release constitutes a single integrated contract expressing the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof. This Agreement and Release may be amended or modified only by an agreement in writing. The failure by the Company to declare a breach or otherwise to assert its rights under this Agreement and Release

-8- shall not be construed as a waiver of any right the Company has under this Agreement and Release. Acknowledgments And Certifications You acknowledge and certify that you: (a) have read and understand all of the terms of this Agreement and Release and do not rely on any representation or statement, written or oral, not set forth in this Agreement and Release; (b) have had a reasonable period of time to consider this Agreement and Release; (c) are signing this Agreement and Release knowingly and voluntarily; (d) have been advised to consult with an attorney before signing this Agreement and Release; (e) have the right to consider the terms of this Agreement and Release for 21 days and if you take fewer than 21 days to review this Agreement and Release, you hereby waive any and all rights to the balance of the 21 day review period; and (f) have the right to revoke this Agreement and Release within 15 days after signing it, by providing written notice of revocation to your Human Resources representative. If you revoke this Agreement and Release during this 15-day period, it becomes null and void in its entirety. THIS IS A LEGALLY ENFORCEABLE DOCUMENT. HONEYWELL INTERNATIONAL INC. By: - -------------------------------------- ---------------------------------- J. KEVIN GILLIGAN THOMAS W. WEIDENKOPF Senior Vice President Human Resources And Communications Dated: Dated: ------------------------------- -------------------------------

-9- EXHIBIT A SUMMARY OF EMPLOYEE BENEFITS All capitalized terms in this description have the meaning set forth in the main body of the Agreement and Release, unless otherwise noted herein. This employee benefits description is applicable only with respect to eligible employees receiving periodic severance payments under the Senior Severance Plan, is for information purposes only and is not intended to constitute additional consideration for the execution of the Agreement and Release. Moreover, this description is not intended to supplant the applicable plan documents and summary plan descriptions. If you have specific questions regarding any employee benefit plan, please consult the applicable plan document and summary plan description. In the event of any conflict between this description and the actual employee benefit plan document, the employee benefit plan document shall control. The Company reserves the right, in its sole discretion, to amend, modify or terminate its employee benefit plans at any time and for any reason. Group Insurance Coverage As long as the underlying plan so allows, you may elect to retain your coverage in the Company's group health insurance plans for active employees through the end of the month in which your Benefit Period ends, except as otherwise provided below. The employee share of any premiums shall automatically be deducted from your Severance Pay unless you notify the Company, in writing, that you wish to cancel your insurance coverage. Notwithstanding any provision herein to the contrary, eligibility for short-term disability coverage, long-term disability coverage and any business travel insurance that you may have will terminate as of your Last Day of Active Employment. Your basic Company-sponsored life insurance coverage and accidental death and dismemberment coverage will end on the date your Salary Continuation Period ends. You may convert your basic Company-sponsored life insurance coverage and accidental death and dismemberment coverage to individual coverage by contacting Honeywell's HR Service Center at 1-877-258-3699, Option 4, to request the required conversion forms. You must apply for conversion of coverage on the approved forms within 31 days after your Salary Continuation Period ends. You may elect to retain any Group Universal Life Insurance (GUL) coverage you have through your Benefit Period. If you wish to continue your GUL insurance beyond the Benefit Period on a direct pay basis, you can contact CIGNA at 800-243-3264.

-10- As noted above, your active Honeywell group health insurance coverage will expire at the end of the month in which your Benefit Period ends. At that time, you may elect to continue your group medical and dental insurance coverage pursuant to the federal COBRA law, assuming you have not allowed this coverage to expire during the Benefit Period. Honeywell's COBRA administrator will be contacting you at the end of your Benefit Period to provide you with further details and election forms. COBRA coverage is totally employee paid and is generally available at the rate of one hundred two percent (102%) of the applicable premium. Flexible Spending Accounts As long as the underlying plan so allows, you may elect to retain your coverage in the Company's Section 125 plan, including both health and dependent care flexible spending accounts, through the end of the month in which your Benefit Period ends. Any amounts you elect to contribute to a flexible spending account shall automatically be deducted from your vacation and Severance Pay. If, at the time you cease to be treated as an active employee for Section 125 plan purposes, you are eligible to continue coverage in your health flexible spending account pursuant to the federal COBRA law, you will be notified by the Company's COBRA administrator. Honeywell Savings Plan and Supplemental Savings Plan As long as the underlying plans so allow, you may continue to participate in the Company's savings plan and, if applicable, supplemental savings plan during your Benefit Period to the extent otherwise permissible under applicable law. Your current deductions will continue until the end of your Benefit Period unless you decide to change or terminate your contributions. At the end of your Benefit Period, you will receive information relating to the distribution of your Savings Plan account balance, if any. Your account, if any, in the Company's supplemental savings plan will be paid to you in accordance with your previous payment election(s). You have a non-forfeitable right to your Company matching contributions under the Company's savings plan and supplemental savings plan account, if applicable. Loan payments from the Company's savings plan, if any, will continue to be withheld during your Benefit Period. At the end of your Benefit Period you will have 90 days in which to repay any loan or it will default and be treated as taxable income, subject to regular taxes and an additional early withdrawal penalty (unless an exception to such early withdrawal penalty applies). Pension Plans You have a non-forfeitable right to your accrued pension benefits. Please consult your plan's Summary Plan Description if you have general questions regarding your pension plan. If you have specific questions or would like more detailed information regarding your pension benefits (including the estimated amount of your pension entitlement, the optional forms of benefit available to you, your vested status and when you can commence the receipt of such benefits), please contact the Retirement Pension Planning Department at 877-258-3699, option 5.

-11- In addition, because your eligibility to participate in the Company's retiree medical programs is dependent, among other factors, on the pension plan in which you participate, information regarding your rights to retiree medical coverage can be provided by contacting the Retirement Pension Planning Department at 877-258-3699, option 5. Unemployment Insurance You may be eligible for unemployment benefits. You should contact your local unemployment office. Short-Term Incentive Compensation Plan For the portion of the current calendar year ending on your Last Day of Active Employment, you will not be considered for a short-term incentive bonus. Under the AlliedSignal Inc. Incentive Compensation Plan for Executive Employees ("ICP Plan"), you are not entitled to receive a short-term incentive bonus for the 2003 calendar year unless you are actively employed by the Company on the date short-term incentive bonuses are paid. Nevertheless, the Company may, in its sole discretion, consider you for a short-term incentive bonus based upon your performance and contributions as an active employee during the preceding calendar year, as well as the Company's performance for such year. The Company reserves sole discretion regarding the amount and payment, if any, of any bonus attributable to the 2003 calendar year. If the Company elects to award you a bonus with respect to the 2003 calendar year, it will be paid in accordance with the provisions of the ICP Plan, anticipated to be during the first quarter of the current calendar year. Any such bonus shall not include any period for which you have already received or will receive a short-term incentive compensation award. Stock Options You currently have 460,000 vested stock options. Subject to the Additional Consideration paragraph of the Agreement and Release, all of your other stock options will be forfeited. You may exercise your stock options in accordance with the following schedule: - ----------------------------------------------------------- Grant Date Vested Options Grant Price Expiration Date - ----------------------------------------------------------- 12/03/1999 150,000 $63.00 01/08/2007 - ----------------------------------------------------------- 07/16/2001 250,000 $36.27 01/08/2007 - ----------------------------------------------------------- 02/07/2003 60,000 $23.93 01/08/2007 - ----------------------------------------------------------- - ----------------------------------------------------------- 460,000 - ----------------------------------------------------------- - -------------------------------------------------------------- Grant Date Unvested Options Vesting Date Expiration Date - -------------------------------------------------------------- 02/07/2003 45,000 01/01/2005 01/08/2007 - --------------------------------------------------------------

-12- You may access your stock option account via the internet at www.benefitaccess.com, via the Honeywell intranet, or by contacting the Honeywell Stock Option Service Center at Salomon Smith Barney at 1-888-723-3391. Restricted Units Subject to the Additional Consideration paragraph of the Agreement and Release, all unvested restricted units will be forfeited. In accordance with the Additional Consideration paragraph of the Agreement and Release, certain unvested restricted units shall vest as follows: - --------------------------------------------- Grant Date Unvested RU's Vesting Schedule - --------------------------------------------- 01/01/2000 12,000 01/28/2005 - --------------------------------------------- 07/16/2001 12,500 07/16/2004 - --------------------------------------------- 02/07/2002 50,000 02/07/2004 - --------------------------------------------- - --------------------------------------------- 74,500 - --------------------------------------------- Growth Units Any Growth Units issued pursuant to the 2003 Stock Incentive Plan of Honeywell International Inc. and its Affiliates that have not (i) vested, and (ii) been paid out as of your Last Day of Active Employment, will be forfeited. Deferred Incentive Compensation and Deferred Salary Your eligibility to participate in the Deferred Incentive and Deferred Salary programs will end on your Last Day of Active Employment. Any deferred incentive compensation and deferred salary account balances, plus interest at the "applicable interest rate" (determined pursuant to the applicable program and subject to the Additional Consideration paragraph of the Agreement and Release), will be paid in accordance with your applicable payment elections. Deferred Compensation from Honeywell Inc. Any Honeywell Inc. deferred compensation account balance you have will be paid per your previous payment elections. Executive Life Insurance You will be eligible to continue to participate in this program until the end of your Salary Continuation Period by making the required annual premium payments. The Executive Life Insurance Plan provides pre- and post-retirement life insurance for the beneficiaries or estates of former key executives of Honeywell Inc. This plan is called a "split dollar" plan because both you and the Company share premiums, cash value, and death benefits. By collateral assignment, you assigned to the Company an interest in the policy equal to its portion of the premiums paid. At "plan maturity," you will reimburse the Company for its

-13- portion of the premium paid, and the Company will release the collateral assignment on the policy. Plan maturity occurs at age 60 or after approximately 15 years of participation, whichever is later. For questions or information, call David Soczek of Marsh Financial Services, at 1-612-332-5152, or contact Kenneth Bazemore at 1-973-455-3949. Executive Third Party Liability Insurance Coverage Your participation in the Company-sponsored third-party liability insurance coverage program will expire on your Last Day of Active Employment. Flexible Perquisite Program You will continue to be eligible for the Company's flexible perquisite program through the end of the calendar quarter commencing after your Last Day of Active Employment. Your last payment will be in April 2004. Executive Auto Insurance Your coverage under the Honeywell Executive Auto Insurance program will end as of your Last Day of Active Employment.

-14- EXHIBIT B HONEYWELL INTERNATIONAL INC. Agreement Relating to Honeywell's Trade Secrets, Proprietary and Confidential Information In consideration of the receipt of my Severance Pay, I understand and agree that: 1. Records of Inventions. I have kept complete and current written records of all Inventions I Made during the period of time I was employed by Honeywell and promptly disclosed all such Inventions in writing to Honeywell for the purpose of adequately determining Honeywell's rights in each such Invention. I will supplement any such disclosures to the extent Honeywell may request that I do so. If I have any doubt as to whether or not to disclose an Invention to Honeywell, I will disclose it. 2. Disclosure of Inventions after Termination. I will promptly and completely disclose in writing to Honeywell's Law Department all Inventions that I Make during the one year immediately following the end of my employment by Honeywell which relate either to my work assignment at Honeywell or to Honeywell's Trade Secrets, Proprietary and Confidential Information for the purpose of determining Honeywell's rights in each such Invention. I will not file any patent application relating to any such Invention without the prior written consent of Honeywell's Law Department. If I do not prove that I Made the Invention entirely after leaving Honeywell's employment, the Invention is presumed to have been Made during the period of time I was employed by Honeywell. I acknowledge that the conditions of this paragraph are no greater than is necessary for protecting Honeywell's interests in Honeywell's Trade Secrets, Proprietary and Confidential Information and in Inventions to which it is rightfully entitled. 3. Ownership of Inventions. Each and every Invention I Made during the period of time I was employed by Honeywell (a) which relates directly to the business of Honeywell or to Honeywell's actual or demonstrably anticipated research or development, or (b) which resulted from any work I performed for Honeywell is the sole and exclusive property of Honeywell and I agree to assign and hereby assign my entire right, title and interest in each such Invention to Honeywell. Each Invention I Made during the period of time I was employed by Honeywell for which no equipment, supplies, facility or trade secret information of Honeywell was used and which was developed entirely on my own time is my property, unless (a) the Invention relates directly to the business of Honeywell or to Honeywell's actual or demonstrably anticipated research or development, or (b) the Invention results from any work performed by me for Honeywell. If I assert any property right in an Invention I Made during the period of time I was employed by Honeywell, I will promptly notify Honeywell's Law Department in writing. 4. Cooperation with Honeywell. I will assist and fully cooperate with Honeywell in obtaining, maintaining, and asserting the fullest measure of legal protection, which Honeywell elects to obtain, maintain or assert for Inventions in which it has a property right. I will also assist and fully cooperate with Honeywell in defending Honeywell against claims of violation of

-15- the intellectual property rights of others. I will be paid my reasonable expenses in assisting, and cooperating with, Honeywell. I will execute any lawful document Honeywell requests me to execute relating to obtaining, maintaining or asserting legal protection for any said Invention or in defending against claims of the violation of the intellectual property rights of others (including, but not limited to, executing applications, assignments, oaths, declarations, and affidavits) and I will make myself available for interviews, depositions and testimony. In the event that Honeywell is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or prosecute any patent, copyright, or other right or protection relating to an Invention, for any other reason whatsoever, I hereby irrevocably designate and appoint Honeywell and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any such application or applications, and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or similar protections thereon with the same legal force and effect as if executed by me. 5. Preemployment Inventions. On Schedule A, which is an integral part of this Exhibit A, I have completely identified (without disclosing any trade secret, proprietary or other confidential information) every Invention I Made before my employment by Honeywell in which I have any ownership interest and which is not now the subject master of an issued patent or a printed publication. If I become aware of any projected or actual use of any such Invention by Honeywell, I will promptly notify Honeywell in writing of said use. Except as to the Inventions listed on Schedule A or those which are now the subject matter of an issued patent or a printed publication, I will not assert any rights against Honeywell with respect to any Invention Made before my employment by Honeywell. 6. Honeywell's Trade Secrets, Proprietary and Confidential Information. I will never, directly or indirectly, use Honeywell's Trade Secrets, Proprietary and Confidential Information (as hereinafter defined) except in furthering Honeywell's business nor will I disclose or disseminate Honeywell's Trade Secrets, Proprietary and Confidential Information to anyone who is not an officer, director, employee, attorney or authorized agent of Honeywell without the prior written consent of Honeywell's Law Department unless the specific item of Honeywell's Trade Secrets, Proprietary and Confidential Information: (a) is now in, or hereafter becomes (through no breach of these covenants) general public knowledge, or (b) prior to my disclosure, dissemination or use, was lawfully acquired by me without any obligation to retain the information in confidence. In this connection, I will not publish any of Honeywell's Trade Secrets, Proprietary and Confidential Information for dissemination outside Honeywell or file any patent application relating to any Invention I Make during the period of time I was employed by Honeywell without the prior written approval of Honeywell's Law Department. I will execute any agreement relating to the protection of Honeywell's Trade Secrets, Proprietary and Confidential Information or such information of any third party whose intellectual property Honeywell is under a legal obligation to protect if Honeywell requests that I do so. I will not engage without the prior written consent of Honeywell's Law Department, either during the period of time I was employed by Honeywell or for a period of two years after that employment, in any activity or employment in the faithful performance of which it could be reasonably anticipated that I would use or disclose Honeywell's Trade Secrets, Proprietary and Confidential Information. All documents and tangible things embodying or containing Honeywell's Trade Secrets, Proprietary and Confidential Information are Honeywell's exclusive property. I had

-16- access to them solely for the performance of my duties during my employment with Honeywell. I will protect the confidentiality of their content and comply with all security policies and procedures that may, from time to time, have been established by Honeywell. I have returned all of them, along with all copies, facsimiles and specimens of them and any other tangible forms of Honeywell's Trade Secrets, Proprietary and Confidential Information in my possession, custody or control to Honeywell before leaving the employment of Honeywell. I understand that I have the right to use or practice any skill or expertise generally associated with my employment but not special or unique to Honeywell, but that I do not have the right to use, practice or disclose Honeywell's Trade Secrets, Proprietary and Confidential Information for my own benefit or for the benefit of any third party. 7. Trade Secrets, Proprietary or Confidential Information from Previous Employment. I certify that I have not disclosed or used, during my employment by Honeywell, any trade secrets, proprietary or confidential information that I acquired as a result of any previous employment or under a contractual obligation of confidentiality before my employment by Honeywell. I understand that Honeywell has no interest in, and will not accept disclosure by me of, any confidential information that belongs to a third party. 8. Non-Solicitation of Honeywell Employees. I acknowledge that Honeywell has invested significant time and money to recruit and retain its employees. Therefore, recognizing that in the course of my employment I have obtained valuable information about Honeywell employees, their respective talents and areas of expertise, I agree that for a period of one (1) year following my termination of employment from Honeywell for any reason, I will not, directly or indirectly, (i) cause any individual previously employed by Honeywell to be employed by any person or entity other than Honeywell unless such individual has not been employed by Honeywell for at least 12 months, (ii) participate in any manner in the employment of any such individual by any person or entity other than Honeywell unless such individual has not been employed by Honeywell for at least 12 months, or (iii) in any way induce or attempt to induce such individual to leave the employment of Honeywell. 9. Non-Solicitation of Honeywell Customers. I acknowledge that Honeywell has invested significant time and money to develop valuable, continuing relationships with existing and prospective clients and customers. Therefore, recognizing that in the course of my employment I have obtained valuable information about Honeywell customers and their requirements, I agree that, for a period of two years following my termination of employment from Honeywell for any reason, I will not solicit or attempt to solicit, directly or indirectly, for my own account or for others, any existing clients or customers of Honeywell with whom I had contact or of whom I became aware while employed by Honeywell during the two year period prior to my termination, or any prospective clients or customers of Honeywell with whom I had contact and with whom Honeywell took significant steps to do business during the two year period prior to my termination, for the purpose of inducing such clients or customers to cease doing business with Honeywell or to purchase, lease or utilize products or services which are competitive with, are similar to, or which may be used as substitutes for any products or services offered by Honeywell.

-17- 10. Notice to Future Employers. For the period of two years immediately following the end of my employment by Honeywell, I will inform each new employer, prior to accepting employment, of the existence of this Exhibit A and provide that employer with a copy of it. Honeywell has the right to inform any future employer of the existence of this Exhibit A and to provide any future employers with a copy of it. 11. Copyright. As to all works prepared by me which were: (i) within the scope of my employment; or (ii) based upon information I acquired from Honeywell which is not normally made available to the public; or (iii) commissioned by Honeywell, but not within my scope of employment, I hereby agree to: (a) submit to Honeywell's Law Department for approval prior to publication or oral dissemination; (b) assign all right, title and interest in and to the copyright in all such works to Honeywell; and (c) waive any claim of moral rights, author's rights, droit moral, or any equivalent rights to the extent necessary or permitted by law. I hereby release and allow Honeywell to use, for any lawful purpose, any voice reproduction, photograph, or other video likeness of me made in the course of my employment. 12. Identity of Future Employer. Upon termination of employment, whether termination be voluntary or involuntary, if reasonably requested by Honeywell, I shall advise Honeywell of the name and address of my intended future employer. 13. Successors; Binding Agreement. This Exhibit A binds my heirs, executors, administrators, legal representatives and assigns and inures to the benefit of Honeywell and its successors and assigns. Only a written amendment executed by both Honeywell and myself can modify this Exhibit A. 14. Survival of Covenants. These obligations will continue after, and survive, the end of my employment by Honeywell. 15. Remedies. I acknowledge that a remedy at law for any breach or threatened breach of the provisions of this Exhibit A would be inadequate and therefore agree that Honeywell shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach. In the event a court determines that I have breached or threatened to breach the covenants in this Exhibit A, I agree to reimburse Honeywell for all attorneys' fees and costs incurred in enforcing the terms hereof. Nothing contained herein shall be construed as prohibiting Honeywell from pursuing any other remedies available for any such breach or threatened breach against me or my then-current employer which may include, but shall not be limited to, contract damages, lost profits and punitive damages.

-18- 16. Validity. It is the desire and intent of the parties hereto that the provisions of this Exhibit A shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this Exhibit A shall be adjudicated to be invalid or unenforceable, the court may modify or sever such provision, with such modification or deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, if any one or more of the provisions contained in this Exhibit A shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. The remaining provisions of this Exhibit A shall remain in full force and effect. 17. Governing Law. The terms of this Exhibit A shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to principles of conflicts of law. 18. Descriptive Headings. The headings and captions in this Exhibit A are inserted for convenience only and shall not in any way affect the meaning or construction of its terms. 19. Definitions (a) "Honeywell" collectively identifies Honeywell International Inc. (a Delaware corporation having a place of business at Columbia Road and Park Avenue, Morris Township, Morris County, New Jersey), its predecessors, successors and its past, present and future operating companies, divisions, subsidiaries, affiliates and business units, including businesses acquired by the purchase of assets or stock, merger or otherwise. (b) "Trade Secrets, Proprietary and Confidential Information" means information which is not generally known in the industries in which Honeywell is engaged, which may be disclosed to me or which I may learn, observe, discover or otherwise acquire during, or as a result of, my employment by Honeywell, and which includes, without limitation, any information, whether patentable, patented or not, relating to any existing or contemplated products, inventions, services, technology, concepts, designs, patterns, processes, compounds, formulae, programs, devices, tools, compilations of information, methods, techniques, and including information relating to any research, development, manufacture, purchasing, engineering, know-how, business plans, sales or market methods, methods of doing business, customer lists, customer usages or requirements, or supplier information, which is owned or licensed by Honeywell or held by Honeywell in confidence. (c) "Invention" includes not only inventions (whether or not patentable), but also innovations, improvements, discoveries, ideas and all other forms of intellectual property (including, but not limited to, copyright works and mask works), whether or not any of the foregoing constitutes trade secret or other confidential information.

-19- d) "Make" or "Made", when used in relation to Inventions, includes any one or any combination of (i) conception, (ii) reduction to practice or (iii) development of an Invention, and is applicable without regard to whether the individual is a sole or joint inventor.

-20- SCHEDULE A INVENTIONS I MADE BEFORE THE TERM OF MY EMPLOYMENT BY HONEYWELL IN WHICH I HAVE AN OWNERSHIP INTEREST WHICH ARE NOT THE SUBJECT MATTER OF ISSUED PATENTS OR PRINTED PUBLICATIONS: (If there are none, please enter the word "NONE") NOTE: Please describe each such Invention without disclosing confidential information. ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ _______________________________________ [Attach additional sheets if more space is needed.]

EXHIBIT 12 HONEYWELL INTERNATIONAL INC. STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

- --------- (a) Denotes the equivalent of an appropriate portion of rentals representative of the interest factor on all rentals other than for capitalized leases. (b) The ratio of earnings to fixed charges was less than 1:1 for the years ended December 31, 2002 and 2001. In order to have achieved a ratio of earnings to fixed charges of 1:1, we would have had to have generated an additional $984 and $215 million of earnings in the years ended December 31, 2002 and 2001, respectively.



[GRAPHIC]

FINANCIAL TABLE OF CONTENTS

Selected Financial Data 26 Management's Discussion and Analysis 27 Consolidated
Statement of Operations 45 Consolidated Balance Sheet 46 Consolidated Statement
of Cash Flows 47 Consolidated Statement of Shareowners' Equity 48 Notes to
Financial Statements 49 Management's Responsibility for Financial Statements 76
Report of Independent Auditors 76


                                                                              25






SELECTED FINANCIAL DATA Honeywell International Inc.



                                                                       Years Ended December 31,
                                                  ---------------------------------------------------------
(Dollars in Millions, Except Per Share Amounts)     2003      2002      2001      2000      1999      1998
- -----------------------------------------------------------------------------------------------------------
                                                                                  
RESULTS OF OPERATIONS
Net sales .....................................   $23,103   $22,274   $23,652   $25,023   $23,735   $23,555
Net income (loss) (1) .........................     1,324      (220)      (99)    1,659     1,541     1,903
PER COMMON SHARE
Net earnings (loss):
   Basic ......................................      1.54     (0.27)    (0.12)     2.07      1.95      2.38
   Assuming dilution ..........................      1.54     (0.27)    (0.12)     2.05      1.90      2.34
Dividends .....................................      0.75      0.75      0.75      0.75      0.68      0.60
FINANCIAL POSITION AT YEAR-END
Property, plant and equipment--net ............     4,295     4,055     4,933     5,230     5,630     5,600
Total assets ..................................    29,344    27,565    24,226    25,175    23,527    22,738
Short-term debt ...............................       199       370       539     1,682     2,609     2,190
Long-term debt ................................     4,961     4,719     4,731     3,941     2,457     2,776
Total debt ....................................     5,160     5,089     5,270     5,623     5,066     4,966
Shareowners' equity ...........................    10,729     8,925     9,170     9,707     8,599     8,083
===========================================================================================================


Note: Commencing January 1, 2002, we ceased amortization of goodwill and
indefinite-lived intangible assets. See Note 13 of Notes to Financial Statements
for further details.

(1)  In 2003, includes the cumulative after-tax charge of $20 million, or $0.02
     per share, for the adoption of SFAS No. 143. In 2003, also includes net
     repositioning, environmental and other charges, gains on sales of
     non-strategic businesses and a gain related to the settlement of a patent
     infringement lawsuit resulting in a net after-tax charge of $22 million, or
     $0.03 per share. In 2002, includes net repositioning, litigation, business
     impairment and other charges and gains on sales of non-strategic businesses
     resulting in a net after-tax charge of $1,864 million, or $2.27 per share.
     In 2001, includes net repositioning, litigation, business impairment and
     other charges resulting in an after-tax charge of $1,771 million, or $2.18
     per share. In 2000, includes net repositioning, litigation, business
     impairment and other charges and a gain on the sale of the TCAS product
     line of Honeywell Inc. resulting in a net after-tax charge of $634 million,
     or $0.78 per share. In 1999, includes merger, repositioning and other
     charges and gains on the sales of our Laminate Systems business and our
     investment in AMP Incorporated common stock resulting in a net after-tax
     charge of $624 million, or $0.78 per share. In 1998, includes repositioning
     charges, a gain on settlement of litigation claims and a tax benefit
     resulting from the favorable resolution of certain prior-year research and
     development tax claims resulting in a net after-tax charge of $4 million,
     with no impact on the per share amount.


26






MANAGEMENT'S DISCUSSION AND ANALYSIS Honeywell International Inc.

BUSINESS OVERVIEW

The Financial Section of Honeywell's 2003 Annual Report consists of Management's
Discussion and Analysis (MD&A) of Honeywell's critical accounting policies,
results of operations, financial position, liquidity and capital resources and
legal matters, as well as our Consolidated Financial Statements and related
notes thereto. This Business Overview provides a summary of Honeywell's four
reportable operating segments (Aerospace, Automation and Control Solutions,
Specialty Materials and Transportation Systems), including how they make money,
the relevant economic and other factors impacting their results, and business
challenges and areas of focus in both the short- and long-term. Each of these
segments is comprised of various business units and product classes that serve
multiple end markets. See Note 23 of Notes to Financial Statements for further
information on our reportable segments and our definition of segment profit.

AEROSPACE



(Dollars in Millions)                                   2003     2002     2001
- -------------------------------------------------------------------------------
                                                                
Net sales ..........................................   $8,813   $8,855   $9,653
Segment profit .....................................   $1,221   $1,308   $1,599
Segment profit % ...................................     13.9%    14.8%    16.6%
===============================================================================


Aerospace is a leading global supplier of aircraft engines, avionics, and
related products and services for commercial airlines, business and regional
aircraft, manned and unmanned military aircraft, and spacecraft. Our Aerospace
portfolio includes Engines, Systems and Services (auxiliary power units;
propulsion engines; environmental control systems; engine controls; repair and
overhaul services; hardware; logistics and power generation systems); Aerospace
Electronic Systems (flight safety communications, navigation, radar and
surveillance systems; aircraft and airport lighting; management and technical
services and advanced systems and instruments); and Aircraft Landing Systems
(aircraft wheels and brakes). Aerospace sells its products to original equipment
(OE) manufacturers in the commercial air transport (Airbus and Boeing) and
business and regional (Bombardier, Dassault, Embraer, and Gulfstream) aircraft
segments, as well as spare parts into the aftermarket (principally to aircraft
operators). The United States Government is also a major customer for our space
and defense products.

Economic and Other Factors

Aerospace's operating results are principally driven by the global demand for
air travel as reflected in new aircraft orders, as well as spare parts and
maintenance and repair services for aircraft currently in use. Aircraft orders
by commercial air transport OE manufacturers, business and regional jet
deliveries, as well as global flying hours and airline profitability are the
principal factors that drive our commercial aerospace operating results. U.S.
Government appropriations for defense and space programs and military activity
are critical factors impacting our defense and space operating results.

Business Challenges/Areas of Focus

Aerospace's primary business challenges and areas of focus include:

o    Continuing to grow the sales and profitability of the commercial aerospace
     aftermarket as the worldwide airline industry struggles to regain and
     maintain profitable operations.

o    Securing Honeywell product content on new Airbus and Boeing aircraft
     platforms.

o    Expanding our knowledge management systems into crucial new technologies,
     such as predictive monitoring and automatic diagnosis of aircraft engines
     and utility systems, further integration of in-flight and on-ground safety
     features for aircraft and airports, and high-bandwidth wireless connections
     from ground and satellite networks.

o    Continuing to design equipment that enhances the safety, performance and
     durability of aircraft, while reducing weight and operating costs.

AUTOMATION AND CONTROL SOLUTIONS (ACS)



(Dollars in Millions)                                   2003     2002     2001
- -------------------------------------------------------------------------------
                                                                
Net sales ..........................................   $7,464   $6,978   $7,185
Segment profit .....................................   $  843   $  860   $  774
Segment profit % ...................................     11.3%    12.3%    10.8%
===============================================================================


ACS provides innovative solutions that make homes, buildings, industrial sites
and airport facilities more efficient, safe and comfortable. Our ACS portfolio
includes Automation and Control Products (controls for heating, cooling, indoor
air quality, ventilation, humidification and home automation; advanced software
applications for home/building control and optimization; sensors, switches,
control systems and instruments for


                                                                              27






measuring pressure, air flow, temperature, electrical current and, security and
fire detection, access control and video surveillance systems); Building
Solutions (installs, maintains and upgrades systems that keep buildings safe,
comfortable and productive); and Process Solutions (provides a full range of
automation and control solutions for industrial plants, offering advanced
software and automation systems that integrate, control and monitor complex
processes in many types of industrial settings).

Economic and Other Factors

ACS' operating results are principally driven by global residential and
nonresidential construction, industrial production, capital spending on process
and building automation, and security concerns and regulations.

Business Challenges/Areas of Focus

ACS' primary business challenges and areas of focus include:

o    Extending technology leadership: lowest total installed cost, integrated
     solutions within our security, fire and sensors product portfolios.

o    Defending and extending our installed base through customer productivity
     and globalization.

o    Sustaining strong brand recognition.

o    Investing in sales and marketing resources and capabilities.

SPECIALTY MATERIALS



(Dollars in Millions)                                   2003     2002     2001
- -------------------------------------------------------------------------------
                                                                
Net sales ..........................................   $3,169   $3,205   $3,313
Segment profit .....................................   $  136    $  90    $  56
Segment profit % ...................................      4.3%     2.8%     1.7%
===============================================================================


Specialty Materials provides high-performance specialty materials for
applications in the electronics, packaging, fibers, refrigeration, wax and
adhesives markets. Specialty Materials' product portfolio includes fibers,
specialty films, intermediate chemicals, flourine-based products, pharmaceutical
and agricultural chemicals, specialty waxes, adhesives and sealants, process
technology, and wafer fabrication materials and services. Core growth businesses
include Fluorines, Electronic Materials, Advanced Fibers and Composites,
Specialty Films and Research and Life Sciences.

Economic and Other Factors

Specialty Materials' operating results are principally driven by global gross
domestic product, plant capacity utilization and the costs of raw materials
including natural gas and benzene. Although we expect raw material costs to
remain at historically high levels in 2004, based on current volume usage, a 10
percent increase in the year-end price of natural gas and benzene would increase
our costs by $12 and $15 million, respectively.

Business Challenges/Areas of Focus

Specialty Materials' primary business challenges and areas of focus include:

o    Sharpening the focus on core growth platforms to drive new product
     introduction and improved profitability.

o    Continuing to restructure and exit non-core commodity lines of business
     with minimal or no differentiating technology.

o    Continuing to improve manufacturing productivity.

TRANSPORTATION SYSTEMS



(Dollars in Millions)                                    2003     2002     2001
- --------------------------------------------------------------------------------
                                                                 
Net sales ...........................................   $3,650   $3,184   $3,457
Segment profit ......................................   $  461   $  393   $  307
Segment profit % ....................................     12.6%    12.3%     8.9%
================================================================================


Transportation Systems provides automotive products that improve the
performance, efficiency, and appearance of cars, trucks, and other vehicles
through state-of-the-art technologies, world class brands and global solutions
to our customers needs. Our Transportation Systems' portfolio includes Honeywell
Turbo Technologies (Garrett(R) turbochargers and charge-air and thermal
systems); the Consumer Products Group (car care products including anti-freeze
(Prestone(R)), filters (Fram(R)), spark plugs (Autolite(R)), and cleaners, waxes
and additives (Holts(R)); and Friction Materials (friction materials and related
brake system components (Bendix(R)). Transportation Systems sells its products
to OE automotive and truck manufacturers (e.g., BMW, Caterpillar,
Daimler-Chrysler, Ford, Volkswagen), wholesalers and distributors and through
the retail aftermarket.

Economic and Other Factors

Transportation Systems' operating results are principally driven by worldwide
automobile and truck production and the global demand for automobiles and trucks
equipped with turbochargers to enhance power, increase engine efficiency and
lower emissions.

Business Challenges/Areas of Focus

Transportation Systems' primary business challenges and areas of focus include:

o    Sustaining superior turbocharger technology.

o    Increasing market penetration and share of diesel and gasoline turbocharger
     OEM demand.

o    Continuing to strengthen established strong product brands in the
     automotive industry including revitalizing our Friction Materials business.


28






CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements in accordance with
generally accepted accounting principles is based on the selection and
application of accounting policies that require us to make significant estimates
and assumptions about the effect of matters that are inherently uncertain. We
consider the accounting policies discussed below to be critical to the
understanding of our financial statements. Actual results could differ from our
estimates and assumptions, and any such differences could be material to our
consolidated financial statements.

We have discussed the selection, application and disclosure of these critical
accounting policies with the Audit Committee of our Board of Directors and our
Independent Auditors. We did not initially adopt any accounting policies with a
material impact during 2003 other than those described in Note 1 of Notes to
Financial Statements.

Contingent Liabilities

We are subject to a number of lawsuits, investigations and claims (some of which
involve substantial dollar amounts) that arise out of the conduct of our global
business operations or those of previously owned entities. These contingencies
relate to product liabilities, including asbestos, commercial transactions,
government contracts and environmental health and safety matters. We recognize a
liability for any contingency that is probable of occurrence and reasonably
estimable. We continually assess the likelihood of any adverse judgments or
outcomes to our contingencies, as well as potential ranges of probable losses,
and recognize a liability, if any, for these contingencies based on a careful
analysis of each matter with the assistance of outside legal counsel and, if
applicable, other experts. Such analysis includes making judgments concerning
matters such as the costs associated with environmental matters, the outcome of
negotiations, the number and cost of pending and future asbestos claims (where
possible) and the impact of evidentiary requirements. Because most contingencies
are resolved over long periods of time, liabilities may change in the future due
to new developments or changes in our settlement strategy. For a discussion of
our contingencies related to shareowners litigation, environmental and asbestos
matters, including management's judgment applied in the recognition and
measurement of specific liabilities, see Notes 1 and 21 of Notes to Financial
Statements.

Insurance for Asbestos Related Liabilities

In connection with recognition of liabilities for asbestos related matters, we
record asbestos related insurance recoveries that are deemed probable. In
assessing the probability of insurance recovery, we make judgments concerning
insurance coverage that we believe are reasonable and consistent with our
historical dealings with our insurers, our knowledge of any pertinent solvency
issues surrounding insurers and various judicial determinations relevant to our
insurance programs. We have approximately $1.3 billion in insurance coverage
remaining that can be specifically allocated to North American Refractories
Company (NARCO) related asbestos liabilities. We also have $1.9 billion in
coverage remaining for Bendix related asbestos liabilities although there are
gaps in our coverage due to insurance company insolvencies, a comprehensive
policy buy-back settlement with Equitas as discussed in Note 21 of Notes to
Financial Statements and certain uninsured periods, resulting in approximately
50 percent of these claims being reimbursable by insurance. Our insurance is
with both the domestic insurance market and the London excess market. While the
substantial majority of our insurance carriers are solvent, some of our
individual carriers are insolvent, which has been considered in our analysis of
probable recoveries. Some of our insurance carriers have challenged our right to
enter into settlement agreements resolving all NARCO related asbestos claims
against Honeywell. However, we believe there is no factual or legal basis for
such challenges and that it is probable that we will prevail in the resolution
of, or in any litigation that is brought regarding these disputes and have
recognized approximately $100 million in probable insurance recoveries from
these carriers. We are in advanced ongoing settlement discussions with these
carriers and while we cannot predict the outcome of these discussions we expect
that a substantial majority of the carriers will participate in the settlement
agreement that is being negotiated. The amounts that we expect to realize
through the settlement process are consistent with our recognized insurance
recoveries. Projecting future events is subject to various uncertainties that
could cause the insurance recovery on asbestos related liabilities to be higher
or lower than that projected and recorded. Given the inherent uncertainty in
making future projections, we reevaluate our projections concerning our probable
insurance recoveries in light of any changes to the projected liability, our
recovery experience or other relevant factors that may impact future insurance
recoveries. See Note 21 of Notes to Financial Statements for a discussion of
management's judgments applied in the recognition and measurement of insurance
recoveries for asbestos related liabilities.

Defined Benefit Pension Plans

We maintain defined benefit pension plans covering a majority of our employees
and retirees. For financial reporting purposes, net periodic pension expense
(income) is calculated based upon a number of actuarial assumptions including a
discount rate for plan obligations and an expected rate of return on plan
assets. We consider current market conditions, including changes in investment
returns and interest rates, in making these assumptions. We determine the
expected long-term rate of return on plan assets utilizing historic plan asset
returns over varying long-term periods combined with current market conditions
and broad asset mix considerations (see


                                                                              29






Note 22 of Notes to Financial Statements for actual and targeted asset
allocation percentages for our U.S. pension plans). The expected rate of return
on plan assets is a long-term assumption and generally does not change annually.
The discount rate reflects the market rate for high-quality fixed income debt
instruments on our annual measurement date (December 31) and is subject to
change each year.

The key assumptions used in developing our 2003, 2002 and 2001 U.S. net periodic
pension expense (income) included the following:



                                                            2003   2002   2001
- ------------------------------------------------------------------------------
                                                                 
Discount rate for obligations ...........................   6.75%  7.25%  7.75%
Assets:
   Expected rate of return ..............................      9%    10%    10%
   Actual rate of return ................................     23%    (8)%   (3)%
   Actual 10 year average annual compounded rate of
      return ............................................     10%     9%    11%
==============================================================================


The reduction in the 2003 discount rate reflects the lower market interest rate
environment for high-quality fixed income debt instruments. The expected rate of
return on plan assets was reduced from 10 to 9 percent for 2003 to reflect the
impact of the poor performance of the equity markets during the three year
period ended December 31, 2002. Net periodic pension expense for our U.S.
pension plans is expected to be $380 million in 2004, a $241 million increase
from 2003, primarily resulting from a reduction in the discount rate from 6.75
to 6.0 percent and the systematic recognition of unrecognized net losses. The
unrecognized net losses for our U.S. pension plans were $3.2 billion at December
31, 2003, down from $3.5 billion at December 31, 2002. These unrecognized losses
mainly result from actual plan asset returns below expected rates of return
during 2002, 2001 and 2000 and from lower discount rates and are being
systematically recognized in future net periodic pension expense in accordance
with Statement of Financial Accounting Standards No. 87, "Employers Accounting
for Pensions" (SFAS No. 87). Under SFAS No. 87, we use the market-related value
of plan assets reflecting changes in the fair value of plan assets over a
three-year period. Further, unrecognized losses in excess of 10 percent of the
greater of the market-related value of plan assets or the plans' projected
benefit obligation are recognized over a six-year period.

Due to the poor performance of the equity markets during the three-year period
ended December 31, 2002, as well as the declining interest rate environment over
the past three years, we made voluntary contributions of $670 and $830 million
($700 million in Honeywell common stock and $130 million in cash) to our U.S.
pension plans in 2003 and 2002, respectively. Future plan contributions are
dependent upon actual plan asset returns and interest rates. Assuming that
actual plan returns are consistent with our expected plan return of 9 percent in
2004 and beyond, and that interest rates remain constant, we would not be
required to make any contributions to our U.S. pension plans for the foreseeable
future.

Changes in net periodic pension expense may occur in the future due to changes
in our expected rate of return on plan assets and discount rate resulting from
economic events. The following table highlights the sensitivity of our U.S.
pension obligations and expense to changes in these assumptions, assuming all
other assumptions remain constant:



Change in                           Impact on Annual
Assumption                          Pension Expense        Impact on PBO
- --------------------------------------------------------------------------------
                                                     
0.25 percent decrease in
   discount rate                    Increase $50 million   Increase $300 million
0.25 percent increase in
   discount rate                    Decrease $50 million   Decrease $300 million
0.25 percent decrease in expected
   rate of return on assets         Increase $25 million           --
0.25 percent increase in expected
   rate of return on assets         Decrease $25 million           --
================================================================================


SFAS No. 87 requires recognition of an additional minimum pension liability if
the fair value of plan assets is less than the accumulated benefit obligation at
the end of the plan year. In 2003, we recorded a non-cash adjustment to equity
through accumulated other nonowner changes of $369 million ($604 million on a
pretax basis) to reduce the additional minimum pension liability by $304 million
and reinstate a portion of our pension assets ($300 million) written off as a
result of the prior year's minimum pension liability adjustment. The 2003
adjustment resulted from an increase in our pension assets in 2003 due to the
improvement in equity markets and our contribution of $670 million to our U.S.
plans. In 2002, due to the poor performance of the equity markets which
adversely affected our pension assets and a decline in the discount rate, we
recorded a non-cash adjustment to equity through accumulated other nonowner
changes of $606 million ($956 million on a pretax basis) which increased the
additional minimum pension liability.

Equity market returns and interest rates significantly impact the funded status
of our pension plans. Based on future plan asset performance and interest rates,
additional adjustments to equity might be required.

Long-Lived Assets (including Tangible and Definite-Lived Intangible Assets)

To conduct our global business operations and execute our business strategy, we
acquire tangible and intangible assets. We periodically evaluate the
recoverability of the carrying amount of our long-lived assets (including
property, plant and equipment and definite-lived intangible assets) whenever
events or changes in circumstances indicate that the carrying amount of a
long-lived asset group may not be fully recover-


30






able. These events or changes in circumstances include business plans and
forecasts, economic or competitive positions within an industry, as well as
current operating performance and anticipated future performance based on a
business' competitive position. An impairment is assessed when the undiscounted
expected future cash flows derived from an asset are less than its carrying
amount. Impairment losses are measured as the amount by which the carrying value
of a long-lived asset exceeds its fair value and are recognized in earnings. We
continually apply our best judgment when applying the impairment rules to
determine the timing of the impairment test, the undiscounted cash flows used to
assess impairment, and the fair value of an impaired long-lived asset group. The
dynamic economic environment in which each of our businesses operate and the
resulting assumptions used to estimate future cash flows, such as economic
growth rates, industry growth rates, product life cycles, selling price changes
and cost inflation can significantly influence and impact the outcome of all
impairment tests. For a discussion of the result of management's judgment
applied in the recognition and measurement of impairment charges see the
repositioning, litigation, business impairment and other charges section of this
MD&A.

Income Taxes

The future tax benefit arising from net deductible temporary differences and tax
carryforwards was $1.8 and $2.3 billion at December 31, 2003 and 2002,
respectively. We believe that our earnings during the periods when the temporary
differences become deductible will be sufficient to realize the related future
income tax benefits. For those jurisdictions where the expiration date of tax
carryforwards or the projected operating results indicate that realization is
not likely, a valuation allowance is provided.

In assessing the need for a valuation allowance, we consider all available
positive and negative evidence, including past operating results, estimates of
future taxable income and the feasibility of ongoing tax planning strategies.
Significant management judgment is required in determining the provision for
income taxes and, in particular, any valuation allowance recorded against our
deferred tax assets. Additionally, valuation allowances related to deferred tax
assets can be impacted by changes to tax laws and future taxable income levels.
In the event we determine that we will not be able to realize our deferred tax
assets in the future, we will reduce such amounts through a charge to income in
the period that such determination is made. Conversely, if we determine that we
will be able to realize deferred tax assets in excess of the carrying amounts,
we will decrease the recorded valuation allowance through a credit to income in
the period that such determination is made.

Sales Recognition on Long-Term Contracts

In 2003, we recognized approximately 10 percent of our total net sales
using the percentage-of-completion method for long-term contracts in our
Automation and Control Solutions and Aerospace reportable segments. The
percentage-of-completion method requires us to make judgments in estimating
contract revenues, contract costs and progress toward completion. These
judgments form the basis for our determinations regarding overall contract
value, contract profitability and timing of revenue recognition based on
measured progress toward contract completion. Revenue and cost estimates are
monitored on an ongoing basis and revised based on changes in circumstances.
Anticipated losses on long-term contracts are recognized when such losses become
evident. We maintain financial controls over the customer qualification,
contract pricing and cost estimation processes to reduce the risk of contract
losses.

Aerospace Customer Incentives

Consistent with most suppliers to commercial aircraft manufacturers and
airlines, we offer sales incentives to commercial aircraft manufacturers and
airlines in connection with their selection of our products for installation on
commercial aircraft. These incentives may consist of free products, credits,
discounts or upfront cash payments. The cost of these incentives is recognized
in the period incurred unless the incentive is subject to recovery through a
long-term product maintenance requirement mandated by the Federal Aviation
Administration for certified replacement equipment and service. Amounts
capitalized at December 31, 2003, 2002 and 2001 were $719, $662, and $607
million, respectively, and are being recognized over the estimated minimum
service life of the aircraft (up to 25 years) as a reduction in future sales or
an increase in cost of goods sold based on the type of incentive granted. We
routinely evaluate the recoverability of capitalized amounts based on forecasted
replacement equipment sales over the estimated minimum life of the aircraft
considering estimated aircraft flight hours, number of landings, as well as
actual aircraft retirements. For additional information see Notes 1 and 13 of
Notes to Financial Statements.

RESULTS OF OPERATIONS

Net Sales



(Dollars in Millions)                                2003      2002       2001
- ------------------------------------------------------------------------------
                                                              
Net sales .....................................   $23,103   $22,274    $23,652
% change compared with prior year .............         4%       (6)%       (5)%
==============================================================================



                                                                              31






The change in net sales in 2003 and 2002 is attributable to the following:



                                                                  2003     2002
                                                                Versus   Versus
                                                                  2002     2001
- --------------------------------------------------------------------------------
                                                                      
Acquisitions .................................................      3 %     -- %
Divestitures .................................................     (2)      (3)
Price ........................................................     --       (2)
Volume .......................................................     --       (2)
Foreign Exchange .............................................      3        1
- --------------------------------------------------------------------------------
                                                                    4 %     (6)%
================================================================================


A discussion of net sales by reportable segment can be found in the Review of
Business Segments section of this MD&A.

Cost of Goods Sold



(Dollars in Millions)                                  2003      2002      2001
- -------------------------------------------------------------------------------
                                                               
Cost of Goods Sold ..............................   $18,235   $17,615   $20,125
Gross Margin % ..................................      21.1%     20.9%     14.9%
===============================================================================


Gross margin increased in 2003 by 0.2 percentage points compared with 2002. This
increase resulted mainly from a $289 million reduction in repositioning and
other charges partially offset by higher pension expense and a decrease in sales
of higher-margin products and services, mainly in our Aerospace and Automation
and Control Solutions reportable segments. Gross margin increased in 2002 by 6.0
percentage points compared with 2001 due primarily to a $1,573 million reduction
in repositioning and other charges. See the repositioning, litigation, business
impairment and other charges section of this MD&A for further details. This
increase in gross margin also resulted from lower costs due to the benefits of
repositioning actions, mainly workforce reductions, and the elimination of
goodwill and indefinite-lived intangible asset amortization of $204 million.
Such amortization expense was excluded from cost of goods sold in 2002 in
conformity with Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" (SFAS No. 142), which we adopted January 1, 2002.
See Notes 1 and 13 of Notes to Financial Statements for further discussion of
the adoption of SFAS No. 142. This increase in gross margin was partially offset
by lower sales of higher-margin products and services mainly in our Aerospace
reportable segment.

Selling, General and Administrative Expenses



(Dollars in Millions)                                    2003     2002     2001
- -------------------------------------------------------------------------------
                                                                
Selling, general and
   administrative expenses .........................   $2,950   $2,757   $3,064
Percent of sales ...................................     12.8%    12.4%    13.0%
===============================================================================


Selling, general and administrative expenses as a percentage of sales increased
by 0.4 percentage points in 2003 compared with 2002 due mainly to higher pension
and other employee benefit expenses. Selling, general and administrative
expenses as a percentage of sales decreased by 0.6 percentage points in 2002
compared with 2001 due mainly to a $106 million reduction in repositioning and
other charges as well as lower costs due to the benefits of repositioning
actions, mainly workforce reductions. See the repositioning, litigation,
business impairment and other charges section of this MD&A for further details.



(Dollars in Millions)                                       2003   2002    2001
- -------------------------------------------------------------------------------
                                                                 
Pension and other postretirement benefit expense (income)
   included in cost of goods sold and selling, general
   and administrative expenses ..........................   $325   $(11)  $(165)
Increase (decrease) compared with prior year ............   $336   $154   $(122)
===============================================================================


Pension expense increased by $290 and $151 million in 2003 and 2002,
respectively, mainly due to the following:

o    A decrease in the market-related value of our pension plan assets during
     the period 2000 to 2002 due to the poor performance of the equity markets
     which adversely affected our pension fund assets during this period.

o    A systematic recognition of higher losses resulting mainly from actual plan
     asset returns below the expected rate of return during the period 2000 to
     2002.

o    A reduction in 2003 in the expected rate of return on plan assets from 10
     to 9 percent in response to the continued deterioration in financial market
     returns in 2002.

o    A decrease in the discount rate from 7.75 percent in 2001 to 6.75 percent
     in 2003.

Using an expected long-term rate of return of 9 percent and a discount rate of 6
percent, pension expense for our U.S. plans is expected to be $380 million in
2004, an increase of $241 million compared with 2003.

(Gain) Loss on Sale of Non-Strategic Businesses



(Dollars in Millions)                                         2003   2002   2001
- --------------------------------------------------------------------------------
                                                                    
(Gain) loss on sale of non-strategic businesses ...........   $(38)  $124    $--
================================================================================


Gain on sale of non-strategic businesses of $38 million in 2003 represents the
net pretax gain on the dispositions of certain Specialty Materials (Engineering
Plastics, Rudolstadt and Metglas) and Aerospace (Honeywell Aerospace Defense
Services) businesses. The dispositions of these businesses did not materially
impact net sales and segment profit in 2003 compared with 2002. Loss on sale of
non-strategic businesses


32






of $124 million in 2002 represented the pretax loss on the dispositions of
Specialty Materials Pharmaceutical Fine Chemicals (PFC) and Advanced Circuits
businesses and Automation and Control Solutions Consumer Products business
totaling $249 million, partially offset by the pretax gain on the disposition of
our Bendix Commercial Vehicle Systems (BCVS) business of $125 million. The
divestitures of these businesses reduced net sales and increased segment profit
in 2002 compared with 2001 by approximately $500 and $31 million, respectively.

Asbestos Related Litigation Charges, Net of Insurance



(Dollars in Millions)                                       2003     2002   2001
- --------------------------------------------------------------------------------
                                                                   
Asbestos related litigation charges, net of insurance ...    $--   $1,548   $159
================================================================================


Asbestos related litigation charges, net of insurance related mainly to costs
associated with asbestos claims related to NARCO. See Asbestos Matters in Note
21 of Notes to Financial Statements for further discussion.

Business Impairment Charges



(Dollars in Millions)                                         2003   2002   2001
- --------------------------------------------------------------------------------
                                                                   
Business impairment charges ...............................    $--   $877   $145
================================================================================


Business impairment charges related principally to the write-down of property,
plant and equipment in businesses in our Specialty Materials reportable segment
and in our Friction Materials business. See the repositioning, litigation,
business impairment and other charges section of this MD&A for further details.

Equity in (Income) Loss of Affiliated Companies



(Dollars in Millions)                                         2003   2002   2001
- --------------------------------------------------------------------------------
                                                                   
Equity in (income) loss of affiliated companies ...........   $(38)  $(42)  $193
================================================================================


Equity income decreased by $4 million in 2003 compared with 2002 due to a charge
of $2 million in 2003 related to the sale of a Specialty Materials' equity
investee's investment. Also, 2002 included income of $15 million resulting from
exiting joint ventures in our Aerospace and Transportation Systems reportable
segments partially offset by a charge of $13 million for severance actions by
our UOP joint venture. Equity income increased by $235 million in 2002 compared
with 2001 mainly due to a $187 million decrease in repositioning and other
charges. See the repositioning, litigation, business impairment and other
charges section of this MD&A for further details. This increase also resulted
from an improvement in earnings of $23 million from joint ventures in our
Specialty Materials and Automation and Control Solutions reportable segments and
from income of $15 million resulting from exiting joint ventures in our
Aerospace and Transportation Systems reportable segments.

Other (Income) Expense



(Dollars in Millions)                                        2003   2002   2001
- -------------------------------------------------------------------------------
                                                                  
Other (income) expense ...................................    $19    $(4)  $(17)
===============================================================================


Other expense increased by $23 million in 2003 compared with 2002 due mainly to
an increase of $65 million in foreign exchange losses resulting from weakness in
the U.S. dollar mainly against the EURO partially offset by a gain of $20
million related to a settlement of a patent infringement lawsuit and an increase
of $19 million in interest income from higher cash balances. Other income
decreased by $13 million in 2002 compared with 2001 due to an increase in
foreign exchange losses of $47 million and an increase in other charges of $9
million, largely offset by income of $15 million from a partial settlement of a
patent infringement lawsuit with an automotive supplier, lower minority
interests of $16 million and higher interest income of $13 million. The increase
of $9 million in other charges resulted from charges of $15 million in 2002
related to an other than temporary decline in value of cost basis equity
investments versus a $6 million loss in 2001 related to the early redemption of
our $200 million 5 3/4% dealer remarketable securities.

Interest and Other Financial Charges



(Dollars in Millions)                                      2003   2002    2001
- -------------------------------------------------------------------------------
                                                                 
Interest and other financial charges ...................   $335   $344    $405
% change compared with prior year ......................     (3)%  (15)%   (16)%
===============================================================================


Interest and other financial charges decreased by 3 percent in 2003 compared
with 2002 due mainly to lower average interest rates. Interest and other
financial charges decreased by 15 percent in 2002 compared with 2001 due mainly
to lower average interest rates and lower average debt outstanding.

Tax Expense (Benefit)



(Dollars in Millions)                                   2003    2002      2001
- -------------------------------------------------------------------------------
                                                               
Tax expense (benefit) ...............................  $ 296  $ (725)   $ (323)
Effective tax (benefit) rate ........................   18.0%  (76.7)%   (76.6)%
===============================================================================


The effective tax rate (benefit) in 2003, 2002 and 2001 was different than the
statutory rate of 35 percent due in part to tax benefits from export sales,
favorable tax audit settlements and foreign tax planning strategies. The
effective tax rate in 2003 also includes tax benefits expected to be realized as
a result of the redesignation of our Friction Materials business from held for
sale to held and used resulting from the termination of discussions with
Federal-Mogul Corp. The effective (benefit) rate in 2002 included the tax
benefit resulting from a higher deductible tax basis than book basis related to
sales of our


                                                                              33






Advanced Circuits, PFC and Consumer Products businesses. The impact of tax
benefits from export sales, U.S. tax credits and favorable audit settlements had
a more favorable impact on our effective (benefit) rates in 2002 and 2001
principally due to the relative amount of these benefits in comparison to the
amount of our pretax losses in 2002 and 2001. See Note 7 of Notes to Financial
Statements for further information on taxes including a detailed effective tax
rate reconciliation.

In 2003, we derived tax benefits of $60 million from an exclusion provided under
U.S. income tax laws with respect to certain extraterritorial income (ETI)
attributable to receipts from U.S. exports. In January 2002, the World Trade
Organization (WTO) held that the ETI regime, like its predecessor, the Foreign
Sales Corporation, constituted a prohibited export subsidy under the relevant
trade agreements and has stated that sanctions would be imposed if the law is
not repealed or appropriately changed. If ETI is repealed, it is unlikely that
we would be able to realize an equivalent tax benefit under current legislative
proposals. Nonetheless, we believe that the impact of final legislation will not
have a material effect on our consolidated results of operations, operating cash
flows or financial position.

Net Income (Loss)



(Dollars in Millions,
Except Per Share Amounts)                                2003     2002     2001
- -------------------------------------------------------------------------------
                                                                
Net income (loss) ..................................   $1,324   $ (220)  $  (99)
Earnings (loss) per share of common stock--assuming
   dilution ........................................   $ 1.54   $(0.27)  $(0.12)
===============================================================================


The increase of $1.81 per share in 2003 compared with 2002 mainly relates to a
decrease in repositioning, litigation, business impairment and other charges
partially offset by the impact of higher pension expense and lower sales of
higher-margin products and services, principally in our Aerospace and Automation
and Control Solutions reportable segments. The increase of $0.15 loss per share
in 2002 compared with 2001 resulted mainly from an increase in repositioning,
litigation, business impairment and other charges, lower pension income and a
decrease in sales of higher-margin Aerospace products and services partially
offset by the exclusion of amortization of goodwill and indefinite-lived
intangible assets in 2002. Such amortization expense is excluded from the 2002
results, in conformity with SFAS No. 142. Repositioning, litigation, business
impairment and other charges in 2003, 2002 and 2001 are discussed in detail in
this MD&A.

Review of Business Segments



(Dollars in Millions)                                2003       2002       2001
- -------------------------------------------------------------------------------
                                                              
NET SALES
Aerospace ....................................   $  8,813   $  8,855   $  9,653
Automation and Control Solutions .............      7,464      6,978      7,185
Specialty Materials ..........................      3,169      3,205      3,313
Transportation Systems .......................      3,650      3,184      3,457
Corporate ....................................          7         52         44
- -------------------------------------------------------------------------------
                                                 $ 23,103   $ 22,274   $ 23,652
===============================================================================
SEGMENT PROFIT
Aerospace ....................................   $  1,221   $  1,308   $  1,599
Automation and Control Solutions .............        843        860        774
Specialty Materials ..........................        136         90         56
Transportation Systems .......................        461        393        307
Corporate ....................................       (142)      (154)      (153)
- -------------------------------------------------------------------------------
                                                 $  2,519   $  2,497   $  2,583
===============================================================================


A reconciliation of segment profit to income (loss) before taxes and cumulative
effect of accounting change follows:



(Dollars in Millions)                                  2003      2002      2001
- -------------------------------------------------------------------------------
                                                               
Segment profit (1) ..............................   $ 2,519   $ 2,497   $ 2,583
Gain (loss) on sale of non-strategic
   businesses ...................................        38      (124)       --
Asbestos related litigation charges, net of
   insurance ....................................        --    (1,548)     (159)
Business impairment charges .....................        --      (877)     (145)
Repositioning and other charges (2) .............      (276)     (606)   (2,285)
Pension and other postretirement benefits
   (expense) income (2) .........................      (325)       11       165
Equity in income (loss) of affiliated
   companies ....................................        38        42      (193)
Other income (expense) ..........................       (19)        4        17
Interest and other financial charges ............      (335)     (344)     (405)
- -------------------------------------------------------------------------------
Income (loss) before taxes and cumulative effect
   of accounting change .........................   $ 1,640   $  (945)  $  (422)
===============================================================================


(1)  Segment profit in 2001 includes pretax amortization of goodwill and
     indefinite-lived intangible assets of $204 million (Aerospace--$60 million,
     Automation and Control Solutions--$92 million, Specialty Materials--$32
     million and Transportation Systems--$20 million). Such amortization expense
     is excluded from the 2003 and 2002 results, in conformity with SFAS No.
     142.

(2)  Amounts included in cost of goods sold and selling, general and
     administrative expenses.

During 2003, we changed our definition of segment profit to exclude pension and
other postretirement benefits (expense) income. See Note 23 of Notes to
Financial Statements for further information on our reportable segments and our
definition of segment profit.


34






Aerospace



(Dollars in Millions)                                 2003      2002      2001
- ------------------------------------------------------------------------------
                                                               
Net sales .......................................   $8,813    $8,855    $9,653
% change compared with prior year ...............       -- %      (8)%      (3)%
Segment profit ..................................   $1,221    $1,308    $1,599
% change compared with prior year ...............       (7)%     (18)%     (20)%
==============================================================================


Aerospace sales by the major market segments follows:



                                                % of Aerospace     % Change in
                                                         Sales           Sales
                                            ------------------ ----------------
                                                                 2003     2002
                                                               Versus   Versus
MARKET SEGMENT                              2003   2002   2001   2002     2001
- --------------------------------------------------------------------------------
                                                            
Commercial:
Air transport aftermarket ...............     21%    20%    22%    (1)%    (13)%
Air transport original equipment ........      9     11     14    (16)     (28)
Regional transport aftermarket ..........      9      9      9     (8)     (13)
Regional transport original equipment ...      2      2      4    (15)     (45)
Business and general aviation
   aftermarket ..........................      8      8      7      6        7
Business and general aviation
   original equipment ...................      6      8     10    (21)     (27)
Defense and Space:
Defense and space original equipment ....     32     31     25      4       13
Defense and space aftermarket ...........     13     11      9     16       12
- ---------------------------------------------------------------
Total ...................................    100%   100%   100%    -- %     (8)%
================================================================================


Aerospace sales in 2003 and 2002 were adversely impacted by general weakness in
the economy and other factors as follows:

o    Air transport aftermarket sales have been adversely impacted in 2003 and
     2002 by lower global flying hours and the financial problems being
     experienced by many of the commercial airlines. This sales decline trend
     began in 2001 and was exacerbated by the abrupt downturn in the aviation
     industry following the terrorists attacks on September 11, 2001. While
     sales of repair and overhaul services have improved in 2003 signaling
     increased maintenance and out-sourcing activity by the major airlines,
     discretionary spending by airlines for purchases of spare parts for
     replacements and upgrades continues to be weak.

o    Air transport original equipment (OE) sales decreased significantly in both
     2003 and 2002 reflecting dramatically lower deliveries by our OE customers
     (primarily Airbus and Boeing) due to reduced aircraft orders by commercial
     airlines.

o    Defense and space OE and aftermarket sales were strong in both 2003 and
     2002 due mainly to increased military activity from increased military
     replenishment, platform upgrades and growth in precision guidance
     munitions.

o    Regional aftermarket sales were lower in 2003 and 2002 due mainly to lower
     sales of spare parts to regional airline operators.

o    Business and general aviation OE sales were lower in 2003 and 2002
     reflecting a decline in projected deliveries of business jet airplanes due
     to weakness in the demand for fractional interests in aircraft and
     corporate profitability.

o    Business and general aviation aftermarket sales increased in both 2003 and
     2002 largely due to higher repair and overhaul activity in the fractional
     jet market.

Trends which may impact Aerospace operating results in 2004 include:

o    Preliminary indications that the financial condition of the airline
     industry is beginning to stabilize and that there will be moderate
     improvement in global flying hours.

o    The extent to which increased military activity is offset by lower OE sales
     due to program completions and reductions.

o    The magnitude of an expected increase in aircraft orders and deliveries in
     the air transport, business and general aviation segments.

Aerospace segment profit in 2003 decreased by 7 percent compared with 2002 due
mainly to lower sales of commercial original equipment and higher-margin
commercial after-market spare parts. Aerospace segment profit in 2002 decreased
by 18 percent compared with 2001 due mainly to lower sales of higher-margin
commercial aftermarket products such as avionics upgrades and spare parts and
contract losses. This decrease was partially offset by lower costs primarily
from workforce reductions.

Automation and Control Solutions



(Dollars in Millions)                                 2003      2002      2001
- ------------------------------------------------------------------------------
                                                               
Net sales .......................................   $7,464    $6,978    $7,185
% change compared with prior year ...............        7 %      (3)%      (3)%
Segment profit ..................................   $  843    $  860    $  774
% change compared with prior year ...............       (2)%      11 %     (15)%
==============================================================================


Automation and Control Solutions sales in 2003 increased by 7 percent compared
with 2002 due to favorable effects of foreign exchange of 5 percent and
acquisitions, net of the disposition of our Consumer Products business, of 4
percent, partially offset by the impact of lower prices and volumes of 1 percent
each. Sales increased by 11 percent for our Automation and Control Products
business as the favorable effects of foreign exchange


                                                                              35






and acquisitions, mainly Invensys Sensor Systems (Invensys), more than offset
the impact of the disposition of our Consumer Products business and lower
volumes. Sales for our Process Solutions business increased by 4 percent due to
the favorable effect of foreign exchange partially offset by lower unit volumes.
Sales for our Building Solutions business increased by 2 percent as the
favorable effect of foreign exchange more than offset lower volumes due to
continued softness in the non-residential construction market. Automation and
Control Solutions sales in 2002 decreased by 3 percent compared with 2001 due to
the impact of lower prices and volumes of 2 and 1 percent, respectively, and net
divestitures of 1 percent, mainly our Consumer Products business. This decrease
was partially offset by the favorable effect of foreign exchange of 1 percent.
Sales declined by 2 percent for our Automation and Control Products business
primarily due to the disposition of our Consumer Products business and softness
in capital spending partially offset by increased demand for security-related
products. Sales for our Process Solutions business declined by 4 percent
resulting from ongoing softness in industrial production and capital spending.
Sales for our Building Solutions business decreased by 3 percent due primarily
to general weakness in the economy.

Trends which may impact Automation and Control Solutions operating results in
2004 include the extent, if any, of recovery in non-residential construction
spending and capital spending on process and building automation.

Automation and Controls Solutions segment profit in 2003 decreased by 2 percent
compared with 2002 due mainly to the decline in higher-margin energy-retrofit
and discretionary spot sales in our Building Solutions business, and increased
research and development and investments in sales and marketing capacity, mainly
in our Automation and Control Products and Building Solutions businesses,
respectively. Segment profit was also adversely impacted by pricing pressures
mainly in our Automation and Control Products and Process Solutions businesses.
Automation and Control Solutions segment profit in 2002 increased by 11 percent
compared with 2001. This increase resulted primarily from the absence of
goodwill amortization expense in 2002 and lower costs due to the benefits of
repositioning actions, mainly workforce reductions. This increase was partially
offset by the impact of lower sales volumes and pricing pressures, mainly in our
Automation and Control Products and Building Solutions businesses.

Specialty Materials



(Dollars in Millions)                                 2003      2002      2001
- ------------------------------------------------------------------------------
                                                               
Net sales .......................................   $3,169    $3,205    $3,313
% change compared with prior year ...............       (1)%      (3)%     (18)%
Segment profit ..................................   $  136    $   90    $   56
% change compared with prior year ...............       51 %      61 %     (83)%
==============================================================================


Specialty Materials sales in 2003 decreased by 1 percent compared with 2002 due
to the impact of the divestitures of our Advanced Circuits, PFC and Engineering
Plastics businesses, net of the acquisition of BASF's nylon fiber business, of 6
percent partially offset by the favorable effects of foreign exchange of 3
percent and higher volumes of 2 percent. Higher volumes were principally driven
by strong demand for Spectra fiber from the U.S. military, increasing demand for
HFCs, a key component of many non-ozone depleting refrigerants and foam blowing
agents and increased demand for electronic materials from the semiconductor
industry. Volumes were adversely affected by the temporary plant shutdowns in
our Fluorocarbons and Nylon System businesses. Specialty Materials sales in 2002
decreased by 3 percent compared with 2001 due to the impact of lower prices of 5
percent and divestitures of 1 percent, mainly our PFC business, partially offset
by higher volumes of 2 percent and the favorable effect of foreign exchange of 1
percent. Industrial overcapacity resulted in pricing pressures in several
businesses such as Nylon System, Specialty Chemicals, Polyester and Flourines.
The adverse impact of pricing in these businesses was somewhat offset by higher
demand principally in our Nylon System and Electronic Materials businesses. In
addition, weakness in the telecommunication industry drove a substantial decline
in sales in our Advanced Circuits business which we sold in the fourth quarter
of 2002.

Trends which may impact Specialty Materials operating results in 2004 include:

o    Continued excess global capacity in the production of polyester and nylon.

o    Key raw material costs (natural gas and benzene) remaining at historically
     high levels.

Specialty Materials segment profit in 2003 increased by 51 percent compared with
2002 due mainly to the impact of the prior year write-down of property, plant
and equipment in several businesses, the benefits of cost actions including
synergies from the nylon transaction, divestitures of non-strategic businesses
and higher sales volumes. This increase was partially offset by higher raw
material costs (mainly natural gas and benzene) and the impact of the temporary
plant shutdowns in our Fluorocarbons and Nylon System businesses. Specialty
Materials segment profit in 2002 increased by 61 percent compared with 2001 due
mainly to the absence of goodwill amortization expense in 2002 and the impact of
higher volumes in our Electronic Materials and Nylon System businesses, lower
raw material costs, and lower costs resulting from plant shutdowns and workforce
reductions. This increase was partially offset by the negative impact of pricing
pressures in many of our markets and by start-up costs for our new Fluorines
plant.


36






Transportation Systems



(Dollars in Millions)                                 2003     2002      2001
- ------------------------------------------------------------------------------
                                                               
Net sales ........................................  $3,650   $3,184    $3,457
% change compared with prior year ................      15%      (8)%      (2)%
Segment profit ...................................  $  461   $  393    $  307
% change compared with prior year ................      17%      28 %      11 %
==============================================================================


Transportation Systems sales in 2003 increased by 15 percent compared with 2002
due mainly to the favorable effects of foreign exchange of 9 percent and a
favorable sales mix and volume growth of 5 percent. This increase resulted
mainly from a 27 percent increase in sales for our Honeywell Turbo Technologies
business due to a favorable sales mix and volume growth of 15 percent as
worldwide demand for our turbochargers continued to be strong and the favorable
effect of foreign exchange of 12 percent. Transportation Systems sales in 2002
decreased by 8 percent compared with 2001 due to the disposition of our BCVS
business of 12 percent partially offset by higher volumes of 3 percent and the
favorable effect of foreign exchange of 2 percent. Sales for our Honeywell Turbo
Technologies business increased by 6 percent due to higher build rates for
medium and heavy-duty vehicles in Asia and North America. Sales for our Consumer
Products Group and Friction Materials businesses also both increased by 2
percent due mainly to favorable foreign exchange.

Trends which may impact Transportation Systems operating results in 2004
include:

o    Rate of increase in global diesel and gasoline turbocharger OEM demand
     arising from continued penetration of diesel passenger cars into the
     European market, and North America truck shipments.

o    The adoption of regulations aimed at reducing emissions.

Transportation Systems segment profit in 2003 increased by 17 percent compared
with 2002 as the effect of higher sales in our Honeywell Turbo Technologies
business was partially offset by higher new product development and introduction
and facility relocations expenses, and lower aftermarket sales at our Friction
Materials business. Transportation Systems segment profit in 2002 increased by
28 percent compared with 2001 due mainly to higher sales and the effects of
cost-structure improvements, mainly workforce reductions and low-cost sourcing,
in all of the segment's businesses. The shutdown of our Turbogenerator product
line in 2001 also contributed to higher segment profit. This increase was
partially offset by the absence of segment profit from our BCVS business which
was sold in the first quarter of 2002.

Repositioning, Litigation, Business Impairment and Other Charges

A summary of repositioning, litigation, business impairment and other charges
follows:



(Dollars in Millions)                                    2003     2002     2001
- -------------------------------------------------------------------------------
                                                                
Severance ............................................   $ 69   $  270   $  727
Asset impairments ....................................      6      121      194
Exit costs ...........................................      7       62       95
Reserve adjustments ..................................    (69)     (76)    (119)
- -------------------------------------------------------------------------------
Total net repositioning charge .......................     13      377      897
- -------------------------------------------------------------------------------
Asbestos related litigation charges, net of
   insurance .........................................     --    1,548      159
Litton litigation settlement .........................     --       --      440
Other probable and reasonably estimable legal and
    environmental liabilities ........................    261       30      249
Business impairment charges ..........................     --      877      145
Customer claims and settlements of contract
   liabilities .......................................     --      152      310
Write-offs of receivables, inventories and
   other assets ......................................      2       60      335
Investment impairment charges ........................      2       15      112
Aerospace jet engine contract cancellation ...........     --       --      100
General Electric merger expenses .....................     --       --       42
Debt extinguishment loss .............................     --       --        6
- -------------------------------------------------------------------------------
Total net repositioning, litigation, business
   impairment and other charges ......................   $278   $3,059   $2,795
===============================================================================


The following table summarizes the pretax distribution of total net
repositioning, litigation, business impairment and other charges by income
statement classification:



(Dollars in Millions)                                    2003     2002     2001
- -------------------------------------------------------------------------------
                                                                
Cost of goods sold ...................................   $272   $  561   $2,134
Selling, general and administrative expenses .........      4       45      151
Asbestos related litigation charges, net of
   insurance .........................................     --    1,548      159
Business impairment charges ..........................     --      877      145
Equity in (income) loss of affiliated companies ......      2       13      200
Other (income) expense ...............................     --       15        6
- -------------------------------------------------------------------------------
                                                         $278   $3,059   $2,795
===============================================================================


In 2003, we recognized a repositioning charge of $82 million mainly for
severance costs related to workforce reductions of 1,501 manufacturing and
administrative positions across all of our reportable segments. Also, $69
million of previously established accruals, mainly for severance, were returned
to income in 2003, due to fewer employee separations than originally anticipated
associated with certain 2002 repositioning actions, resulting in reduced
severance liabilities in our Automation and Control Solutions, Aerospace and
Specialty Materials reportable segments.

                                                                              37






In 2002, we recognized a repositioning charge of $453 million for workforce
reductions across all of our reportable segments and our UOP process technology
joint venture. The charge also related to costs for the planned shutdown and
consolidation of manufacturing plants in our Specialty Materials and Automation
and Control Solutions reportable segments. Severance costs related to announced
workforce reductions of approximately 8,100 manufacturing and administrative
positions, which are substantially complete. Asset impairments principally
related to manufacturing plant and equipment held for sale and capable of being
taken out of service and actively marketed in the period of impairment. Exit
costs related principally to incremental costs to exit facilities, including
lease termination losses negotiated or subject to reasonable estimation related
mainly to closed facilities in our Automation and Control Solutions and
Specialty Materials reportable segments. Also, $76 million of previously
established severance accruals were returned to income in 2002, due to fewer
employee separations than originally anticipated and higher than expected
voluntary employee attrition resulting in reduced severance liabilities in our
Aerospace, Automation and Control Solutions and Specialty Materials reportable
segments.

In 2001, we recognized a repositioning charge of $1,016 million for the cost of
actions designed to reduce our cost structure and improve our future
profitability. These actions consisted of announced global workforce reductions
of approximately 20,000 manufacturing and administrative positions across all of
our reportable segments, which are complete. The repositioning charge also
included asset impairments and other exit costs related to plant closures and
the rationalization of manufacturing capacity and infrastructure, principally in
our Specialty Materials, Engines, Systems and Services and Transportation
Systems businesses, including the shutdown of our Turbogenerator product line.
Other exit costs consisted of contract cancellations and penalties, including
lease terminations, negotiated or subject to reasonable estimation. Also, $119
million of previously established accruals, mainly for severance, were returned
to income in 2001 due principally to higher than expected voluntary employee
attrition resulting in reduced severance liabilities, principally in our
Aerospace and Automation and Control Solutions reportable segments.

Our 2003 repositioning actions are expected to generate incremental pretax
savings of approximately $70 million in 2004 compared with 2003 principally from
planned workforce reductions. Cash expenditures for severance and other exit
costs necessary to execute our repositioning actions were $200, $447 and $422
million in 2003, 2002 and 2001, respectively. Such expenditures for severance
and other exit costs have been funded principally through operating cash flows.
Cash expenditures for severance and other exit costs necessary to execute the
remaining actions will approximate $200 million in 2004 and will be funded
principally through operating cash flows.

In 2003, we recognized other charges for probable and reasonably estimable legal
and environmental liabilities of $261 million. This includes $235 million for
environmental liabilities mainly related to the matter entitled Interfaith
Community Organization, et al. v. Honeywell International Inc., et al. and for
environmental conditions in and around Onondaga Lake in Syracuse, New York, both
as discussed in Note 21 of Notes to Financial Statements. We also recognized a
charge of $4 million in our Specialty Materials reportable segment including a
loss on sale of an investment owned by an equity investee.

In 2002, we recognized business impairment charges of $877 million related to
businesses in our Specialty Materials and Automation and Control Solutions
reportable segments, as well as our Friction Materials business. Based on
current operating losses and deteriorating economic conditions in certain
chemical and telecommunications end-markets, we performed impairment tests and
recognized impairment charges of $785 million in 2002 principally related to the
write-down of property, plant and equipment held and used in our Nylon System,
Performance Fibers and Metglas Specialty Materials businesses, as well as an
Automation and Control Solutions communication business. We also recognized
impairment charges of $92 million related principally to the write-down of
property, plant and equipment of our Friction Materials business, which was
classified as assets held for disposal in Other Current Assets as of December
31, 2002 (a plan of disposal of Friction Materials was adopted in 2001; in
January 2003, we entered into a letter of intent to sell this business to
Federal-Mogul Corp. We formally ended negotiations to sell our Friction
Materials business to Federal-Mogul Corp. and reclassified the business from
held for sale to held and used as of December 31, 2003--see Note 21 of Notes to
Financial Statements for further discussion). In 2002, we recognized asbestos
related litigation charges of $1,548 million principally related to costs
associated with the potential resolution of asbestos claims of NARCO (see Note
21 of Notes to Financial Statements for further discussion). In 2002, we also
recognized other charges consisting of customer claims and settlements of
contract liabilities of $152 million and write-offs of receivables, inventories
and other assets of $60 million. These other charges related mainly to our
Advanced Circuits business, bankruptcy of a customer in our Aerospace reportable
segment, and customer claims in our Aerospace and Automation and Control
Solutions reportable segments. Additionally, we recognized other charges
consisting of other probable and reasonably estimable environmental liabilities
of $30 million and write-offs related to an other than temporary decline in the
value of certain equity investments of $15 million.

In 2001, we recognized other charges consisting of a settlement of the Litton
Systems, Inc. litigation for $440 million, other probable and reasonably
estimable legal and environmental liabilities of $249 million (see Note 21 of
Notes to


38






Financial Statements for further discussion), asbestos related litigation
charges of $159 million (see Note 21 of Notes to Financial Statements for
further discussion), customer claims and settlements of contract liabilities of
$310 million and write-offs of receivables, inventories and other assets of $335
million. Our Friction Materials business was designated as held for disposal,
and we recognized an impairment charge of $145 million related to the write-down
of property, plant and equipment, goodwill and other identifiable intangible
assets to their fair value less costs to sell. We recognized charges of $112
million related to an other than temporary decline in the value of an equity
investment and an equity investee's loss contract, and a $100 million charge for
write-off of investments, including inventory, related to a regional jet engine
contract cancellation. We also recognized $42 million of transaction expenses
related to the proposed merger with General Electric and redeemed our $200
million 5 3/4% dealer remarketable securities due 2011, resulting in a loss of
$6 million.

The following tables provide details of the pretax impact of total net
repositioning, litigation, business impairment and other charges by reportable
segment.

Aerospace



(Dollars in Millions)                                        2003   2002   2001
- -------------------------------------------------------------------------------
                                                                  
Net repositioning charge .................................    $10   $ 15   $198
Litton litigation settlement .............................     --     --    440
Other probable and reasonably estimable legal and
   environmental liabilities .............................     --     --      2
Customer claims and settlements of contract liabilities ..     --     99    111
Write-offs of receivables, inventories and other assets ..     --     21     44
Investment impairment charges ............................     --     11     --
Aerospace jet engine contract cancellation ...............     --     --    100
- -------------------------------------------------------------------------------
                                                              $10   $146   $895
===============================================================================


Automation and Control Solutions



(Dollars in Millions)                                        2003   2002   2001
- -------------------------------------------------------------------------------
                                                                  
Net repositioning charge .................................   $(22)  $131   $289
Other probable and reasonably estimable legal and
   environmental liabilities .............................     --     --     53
Business impairment charges ..............................     --     22     --
Customer claims and settlements of contract liabilities ..     --     42    114
Write-offs of receivables, inventories and other assets ..     --     17    236
Investment impairment charges ............................     --     --     93
- -------------------------------------------------------------------------------
                                                             $(22)  $212   $785
===============================================================================


Specialty Materials



(Dollars in Millions)                                        2003   2002   2001
- -------------------------------------------------------------------------------
                                                                  
Net repositioning charge .................................    $16   $167   $172
Other probable and reasonably estimable legal and
   environmental liabilities .............................     --     23     --
Business impairment charges ..............................     --    763     --
Customer claims and settlements of contract liabilities ..     --     11     29
Write-offs of receivables, inventories and other assets ..      2     12     22
Investment impairment charges ............................      2     --     19
- -------------------------------------------------------------------------------
                                                              $20   $976   $242
===============================================================================


Transportation Systems



(Dollars in Millions)                                        2003   2002   2001
- -------------------------------------------------------------------------------
                                                                  
Net repositioning charge .................................    $ 5   $ 26   $133
Asbestos related litigation charges, net of insurance ....     --    167     --
Other probable and reasonably estimable legal and
   environmental liabilities .............................     11     --      2
Business impairment charges ..............................     --     92    145
Customer claims and settlements of contract liabilities ..     --     --     56
Write-offs of receivables, inventories and other assets ..     --     10     31
- -------------------------------------------------------------------------------
                                                              $16   $295   $367
===============================================================================


Corporate



(Dollars in Millions)                                        2003    2002    2001
- ---------------------------------------------------------------------------------
                                                                    
Net repositioning charge .................................   $  4   $   38   $105
Asbestos related litigation charges, net of insurance ....     --    1,381    159
Other probable and reasonably estimable legal and
   environmental liabilities .............................    250        7    192
Write-offs of receivables, inventories and other assets ..     --       --      2
Investment impairment charges ............................     --        4     --
Debt extinguishment loss .................................     --       --      6
General Electric merger expenses .........................     --       --     42
- ---------------------------------------------------------------------------------
                                                             $254   $1,430   $506
=================================================================================


LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Summary

Our cash flows from operating, investing and financing activities, as reflected
in the Consolidated Statement of Cash Flows, are summarized as follows:



(Dollars in Millions)                                          2003     2002     2001
- -------------------------------------------------------------------------------------
                                                                      
Cash provided by (used for):
   Operating activities ..................................   $2,199   $2,380   $1,996
   Investing activities ..................................     (680)    (870)    (906)
   Financing activities ..................................     (895)    (932)    (884)
   Effect of exchange rate changes on cash ...............      305       50       (9)
- -------------------------------------------------------------------------------------
Net increase in cash and cash equivalents ................   $  929   $  628   $  197
=====================================================================================



                                                                              39






Cash provided by operating activities decreased by $181 million during 2003
compared with 2002 mainly due to a $540 million increase in voluntary U.S.
pension contributions as well as a reduced improvement in working capital
(receivables, inventories and accounts payable) turnover due primarily to a
weakening of the U.S. dollar versus the Euro and Canadian dollar throughout
2003. This decrease was partially offset by reduced severance and exit costs
payments of $247 million, lower litigation payments of $222 million, as well as
insurance receipts in excess of asbestos liability payments of $107 million
during 2003. Cash provided by operating activities increased by $384 million
during 2002 compared with 2001 mainly due to an improvement in working capital
turnover and lower tax payments. This increase was partially offset by a
voluntary U.S. pension contribution of $130 million and higher spending for
repositioning actions, mainly severance.

Cash used for investing activities decreased by $190 million during 2003
compared with 2002 due mainly to reduced spending of $321 million for
acquisitions, principally reflecting the acquisition of Invensys in October
2002. This decrease was partially offset by reduced proceeds from sales of
investments of $91 million related to the disposition of a cost investment in
our Automation and Controls Solutions reportable segment in 2002, and reduced
proceeds from sales of businesses of $46 million. Proceeds from business sales
in 2003 resulted from the sale of certain non-core Specialty Materials
(Engineering Plastics, Rudolstadt and Metglas) and Aerospace (Honeywell
Aerospace Defense Services) businesses. Cash used for investing activities
decreased by $36 million during 2002 compared with 2001 due to higher proceeds
from sales of businesses of $139 million and lower capital spending of $205
million. During 2002, we realized proceeds from the sales of our BCVS, PFC and
Consumer Products businesses. The decrease in capital spending reflected the
completion in 2002 of a major plant in our Fluorines business and our intention
to limit capital spending at non-strategic businesses. This decrease in cash
used for investing activities also reflects the proceeds of $91 million from the
disposition of a cost investment in our Automation and Control Solutions
reportable segment. This decrease in cash used for investing activities was
partially offset by an increase in spending for acquisitions of $398 million,
principally reflecting the acquisition of Invensys.

Cash used for financing activities decreased by $37 million during 2003 compared
with 2002 mainly due to lower net debt repayments in 2003, partially offset by
cash used to repurchase shares in the fourth quarter of 2003. Total debt of
$5,160 million at December 31, 2003 was $71 million, or 1 percent higher than at
December 31, 2002 principally reflecting the assumption of $267 million of debt
associated with the purchase of assets under operating leases partially offset
by lower short-term borrowings. Cash used for financing activities increased
by $48 million during 2002 compared with 2001 mainly due to a decrease in
proceeds from issuance of common stock upon stock option exercises. Total debt
of $5,089 million at December 31, 2002 was $181 million, or 3 percent lower than
at December 31, 2001 principally reflecting scheduled repayments of long-term
debt.

At December 31, 2003 we had approximately $2.6 billion of cash and cash
equivalents held by non U.S. subsidiaries mainly in local currencies
(principally the Euro, British pound and Canadian dollar). The $305 million
increase in cash and cash equivalents due to exchange rate changes principally
resulted from a weakening of the U.S. dollar mainly against the Euro and
Canadian dollar throughout 2003. We manage our worldwide cash requirements
considering available cash balances and the most cost effective method to access
those cash balances. The repatriation of cash balances from some non U.S.
subsidiaries to the U.S. could have adverse U.S. tax consequences; however,
substantially all cash balances held by non U.S. subsidiaries are available
without legal restrictions to fund business operations.

Liquidity

We manage our businesses to maximize operating cash flows as the primary source
of our liquidity. Operating cash flows were $2.2 billion in 2003. We have
approximately $6.2 billion in working capital (trade receivables and
inventories) and each of our businesses continues to focus on strategies to
improve working capital turnover in 2004 to increase operating cash flows.
Considering the current economic environment in which each of our businesses
operate and our business plans and strategies, including our focus on growth,
cost reduction and productivity initiatives, we believe that our operating cash
flows will remain our principal source of liquidity. In addition to our
operating cash flows and available cash, additional sources of liquidity include
committed credit lines, access to the public debt and equity markets using debt
and equity securities and commercial paper, as well as our ability to sell trade
accounts receivables.

A source of liquidity is our short-term borrowings in the commercial paper
market. Our ability to access the commercial paper market and the related cost
of these borrowings is affected by the strength of our credit ratings and our
$2.3 billion committed bank revolving credit facilities (Revolving Credit
Facilities). Our credit ratings are periodically reviewed by the major
independent debt-rating agencies. Our current ratings as provided by Moody's
Investors Service, Standard & Poor's and Fitch, Inc. are A-2, A and A+,
respectively, for long-term debt and P-1, A-1 and F-1, respectively, for
short-term debt. Our credit ratings by each of the three major debt-rating
agencies reflect a "negative outlook" due principally to the lower operating
results for our Aerospace reportable segment


40






due to the depressed market conditions in the commercial air transport industry
and our potential exposure to asbestos liabilities. The "negative outlook"
ratings have not impaired, nor do we expect it to impair, our access to the
commercial paper markets.

We may from time to time issue unsecured short-term promissory notes in the
commercial paper market. The commercial paper notes may bear interest or may be
sold at a discount and have a maturity of not more than 364 days from date of
issuance. Borrowings under the commercial paper program are available for
general corporate purposes as well as for financing potential acquisitions.
There was no commercial paper outstanding at year-end 2003.

We maintain $2.3 billion of Revolving Credit Facilities with a group of banks,
arranged by Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.,
comprised of: (a) a $1.3 billion Five-Year Credit Agreement, with a $300 million
letter of credit sub-limit and (b) a $1 billion 364-Day Credit Agreement. The
credit agreements are maintained for general corporate purposes, including
support for the issuance of commercial paper. The Five-Year Credit Agreement was
increased in November 2003 from $1 billion to $1.3 billion with the addition of
a $300 million sub-limit for the potential issuance of letters of credit. See
Note 15 of Notes to Financial Statements for details of long term debt and
description of our Revolving Credit Facilities.

We also have a shelf registration statement filed with the Securities and
Exchange Commission which allows us to issue up to $3 billion in debt
securities, common stock and preferred stock that may be offered in one or more
offerings on terms to be determined at the time of the offering. Net proceeds of
any offering would be used for general corporate purposes, including repayment
of existing indebtedness, capital expenditures and acquisitions.

We also sell interests in designated pools of trade accounts receivables to
third parties. The sold receivables are over-collateralized by $174 million at
December 31, 2003 and we retain a subordinated interest in the pool of
receivables representing that over-collateralization as well as an undivided
interest in the balance of the receivables pools. New receivables are sold under
the agreement as previously sold receivables are collected. The retained
interests in the receivables are shown at the amounts expected to be collected
by us, and such carrying value approximates the fair value of our retained
interests. The sold receivables were $500 million at both December 31, 2003 and
2002.

In addition to our normal operating cash requirements, our principal future cash
requirements will be to fund capital expenditures, debt repayments, employee
benefit obligations, environmental remediation costs, asbestos claims, severance
and exit costs related to repositioning actions, share repurchases and any
strategic acquisitions. Our total capital expenditures in 2004 are currently
projected at approximately $665 million. These expenditures are primarily
intended for maintenance, replacement, production capacity expansion and cost
reduction. There are no significant long-term debt repayments scheduled for
2004. Assuming that actual pension plan returns are consistent with our expected
rate of return of 9 percent in 2004 and beyond and that interest rates remain
constant, we would not be required to make any contributions to our U.S. pension
plans for the foreseeable future. We currently expect to repurchase
approximately 10 million shares on an annual basis under our share repurchase
program initiated in the fourth quarter of 2003. Cash expenditures for severance
and other exit costs necessary to execute the remaining repositioning actions
will approximate $200 million in 2004. We expect our cash expenditures for
asbestos claims in 2004 to be approximately $730 million and insurance
recoveries to be approximately $130 million in 2004. See Asbestos Matters in
Note 21 of Notes to Financial Statements for further discussion.

We continuously assess the relative strength of each business in our portfolio
as to strategic fit, market position, profit and cash flow contribution in order
to upgrade our combined portfolio and identify business units that will most
benefit from increased investment. We identify acquisition candidates that will
further our strategic plan and strengthen our existing core businesses. We also
identify business units that do not fit into our long-term strategic plan based
on their market position, relative profitability or growth potential. These
business units are considered for potential divestiture, restructuring or other
repositioning actions subject to regulatory constraints. In 2003, we realized
$137 million in cash proceeds from sales of non-strategic businesses.

We believe that our operating cash flows will be sufficient to meet our future
cash needs. Our available cash, committed credit lines, access to the public
debt and equity markets using debt and equity securities and commercial paper,
as well as our ability to sell trade accounts receivables, provide additional
sources of short-term and long-term liquidity to fund current operations and
future investment opportunities. Based on our current financial position and
expected economic performance, we do not believe that our liquidity will be
adversely impacted by an inability to access our sources of financing.

Contractual Obligations and Probable Liability Payments

Following is a summary of our significant contractual obligations and probable
liability payments at December 31, 2003:


                                                                              41








                                                                           Payments by Period
                                                       -----------------------------------------------------
(Dollars in Millions)                                    Total     2004   2005-2006   2007-2008   Thereafter
- ------------------------------------------------------------------------------------------------------------
                                                                                   
Long-term debt, including capitalized leases (1) ...   $ 5,008   $   47      $1,883      $  758       $2,320
Minimum operating lease payments ...................     1,042      274         351         209          208
Purchase obligations (2) ...........................     2,644      629         786         288          941
Environmental liability payments ...................       593       90         200         200          103
Asbestos related liability payments (3) ............     3,009      730       1,110         372          797
- ------------------------------------------------------------------------------------------------------------
                                                        12,296    1,770       4,330       1,827        4,369
- ------------------------------------------------------------------------------------------------------------
Asbestos insurance recoveries (4) ..................    (1,447)    (130)       (310)        (91)        (916)
- ------------------------------------------------------------------------------------------------------------
                                                       $10,849   $1,640      $4,020      $1,736       $3,453
============================================================================================================


(1)  Assumes all long-term debt is outstanding until scheduled maturity.

(2)  Purchase obligations are entered into with various vendors in the normal
     course of business and are consistent with our expected requirements.

(3)  These amounts are estimates of asbestos related cash payments for NARCO and
     Bendix. NARCO estimated payments are based on the terms and conditions,
     including evidentiary requirements, specified in the definitive agreements
     or agreements in principle and pursuant to Trust Distribution Procedures.
     Bendix payments are based on our estimate of pending claims. Projecting
     future events is subject to many uncertainties that could cause asbestos
     liabilities to be higher or lower than those projected and recorded. There
     is no assurance that NARCO or Bendix insurance recoveries will be timely,
     that a NARCO plan of reorganization will be proposed or confirmed, or
     whether there will be any NARCO related asbestos claims beyond 2018. See
     Asbestos Matters in Note 21 of Notes to Financial Statements.

(4)  These amounts represent probable insurance recoveries through 2018. See
     Asbestos Matters in Note 21 of Notes to Financial Statements.

The table excludes our pension and other postretirement benefits (OPEB)
obligations. We made voluntary contributions of $670 and $830 million ($700
million in Honeywell common stock and $130 million in cash) to our U.S. pension
plans in 2003 and 2002, respectively. Future plan contributions are dependent
upon actual plan asset returns and interest rates. Assuming that actual plan
asset returns are consistent with our expected plan return of 9 percent in 2004
and beyond, and that interest rates remain constant, we would not be required to
make any contributions to our U.S. pension plans for the foreseeable future.
Payments due under our OPEB plans are not required to be funded in advance, but
are paid as medical costs are incurred by covered retiree populations, and are
principally dependent upon the future cost of retiree medical benefits under our
plans. We expect our OPEB payments to approximate $210 million in 2004. See Note
22 of Notes to Financial Statements for further discussion of our pension and
OPEB plans.

Off-Balance Sheet Arrangements

Following is a summary of our off-balance sheet arrangements:

Guarantees

We have issued or are a party to the following direct and indirect guarantees at
December 31, 2003:



                                                                         Maximum
                                                                       Potential
                                                                          Future
(Dollars in Millions)                                                   Payments
- --------------------------------------------------------------------------------
                                                                       
Operating lease residual values ....................................      $ 73
Other third parties' financing .....................................         5
Unconsolidated affiliates' financing ...............................        38
Customer and vendor financing ......................................        24
- --------------------------------------------------------------------------------
                                                                          $140
================================================================================


We do not expect that these guarantees will have a material adverse effect on
our consolidated results of operations, financial position or liquidity.

In connection with the disposition of certain businesses and facilities we have
indemnified the purchasers for the expected cost of remediation of environmental
contamination, if any, existing on the date of disposition. Such expected costs
are accrued when environmental assessments are made or remedial efforts are
probable and the costs can be reasonably estimated.

Retained Interests in Factored Pools of Trade Accounts Receivables

As a source of liquidity, we sell interests in designated pools of trade
accounts receivables to third parties. The sold receivables ($500 million
at December 31, 2003) are over-collateralized and we retain a subordinated
interest in the pool of receivables representing that over-collateralization
as well as an undivided interest in the balance of the receivables pools.
The over-collateralization provides credit support to the purchasers of the
receivable interest by limiting their losses in the event that a portion of
the receivables sold becomes uncollectible. At December 31, 2003, our retained
subordinated and undivided interests at risk were $174 and $321 million,
respectively. Based on the underlying credit quality of the receivables placed
into the designated pools of receivables being sold, we do not expect that any
losses related to our retained interests at risk will have a material adverse
effect on our consolidated results of operations, financial position or
liquidity.

Environmental Matters

We are subject to various federal, state and local government requirements
relating to the protection of the environment. We believe that, as a general
matter, our policies, practices and procedures are properly designed to prevent
unreasonable risk of environmental damage and personal injury and that our


42






handling, manufacture, use and disposal of hazardous or toxic substances are in
accord with environmental and safety laws and regulations. However, mainly
because of past operations and operations of predecessor companies, we, like
other companies engaged in similar businesses, have incurred remedial response
and voluntary cleanup costs for site contamination and are a party to lawsuits
and claims associated with environmental and safety matters, including past
production of products containing toxic substances. Additional lawsuits, claims
and costs involving environmental matters are likely to continue to arise in the
future.

With respect to environmental matters involving site contamination, we
continually conduct studies, individually at our owned sites, and jointly as a
member of industry groups at non-owned sites, to determine the feasibility of
various remedial techniques to address environmental matters. It is our policy
(see Note 1 of Notes to Financial Statements) to record appropriate liabilities
for environmental matters when environmental assessments are made or remedial
efforts or damage claim payments are probable and the costs can be reasonably
estimated. With respect to site contamination, the timing of these accruals is
generally no later than the completion of feasibility studies. We expect to fund
expenditures for these matters from operating cash flow. The timing of cash
expenditures depends on a number of factors, including the timing of litigation
and settlements of personal injury and property damage claims, regulatory
approval of cleanup projects, remedial techniques to be utilized and agreements
with other parties.

Remedial response and voluntary cleanup expenditures were $77, $81 and $82
million in 2003, 2002, and 2001, respectively, and are currently estimated to be
approximately $90 million in 2004. We expect to fund such expenditures from
operating cash flow.

Remedial response and voluntary cleanup costs charged against pretax earnings
were $235, $60 and $152 million in 2003, 2002 and 2001, respectively. At
December 31, 2003 and 2002, the recorded liability for environmental matters was
$593 and $435 million, respectively. In addition, in 2003 and 2002 we incurred
operating costs for ongoing businesses of approximately $80 and $75 million,
respectively, relating to compliance with environmental regulations.

Although we do not currently possess sufficient information to reasonably
estimate the amounts of liabilities to be recorded upon future completion of
studies, litigation or settlements, and neither the timing nor the amount of the
ultimate costs associated with environmental matters can be determined, they
could be material to our consolidated results of operations or operating cash
flows in the periods recognized or paid. However, considering our past
experience and existing reserves, we do not expect that environmental matters
will have a material adverse effect on our consolidated financial position.

See Note 3 of Notes to Financial Statements for a discussion of our legal and
environmental charges and Note 21 of Notes to Financial Statements for a
discussion of our commitments and contingencies, including those related to
environmental matters and toxic tort litigation.

Financial Instruments

As a result of our global operating and financing activities, we are exposed to
market risks from changes in interest and foreign currency exchange rates and
commodity prices, which may adversely affect our operating results and financial
position. We minimize our risks from interest and foreign currency exchange rate
and commodity price fluctuations through our normal operating and financing
activities and, when deemed appropriate, through the use of derivative financial
instruments. We do not use derivative financial instruments for trading or other
speculative purposes and do not use leveraged derivative financial instruments.
A summary of our accounting policies for derivative financial instruments is
included in Note 1 of Notes to Financial Statements.

We conduct our business on a multinational basis in a wide variety of foreign
currencies. Our exposure to market risk for changes in foreign currency exchange
rates arises from international financing activities between subsidiaries,
foreign currency denominated monetary assets and liabilities and anticipated
transactions arising from international trade. Our objective is to preserve the
economic value of cash flows in non-functional currencies. We attempt to have
all transaction exposures hedged with natural offsets to the fullest extent
possible and, once these opportunities have been exhausted, through foreign
currency forward and option agreements with third parties. Our principal
currency exposures relate to the Euro, the British pound, the Canadian dollar,
and the U.S. dollar.

Our exposure to market risk from changes in interest rates relates primarily to
our debt obligations. As described in Notes 15 and 17 of Notes to Financial
Statements, we issue both fixed and variable rate debt and use interest rate
swaps to manage our exposure to interest rate movements and reduce overall
borrowing costs.

Financial instruments, including derivatives, expose us to counterparty credit
risk for nonperformance and to market risk related to changes in interest or
currency exchange rates. We manage our exposure to counterparty credit risk
through specific minimum credit standards, diversification of counterparties,
and procedures to monitor concentrations of credit risk. Our counterparties are
substantial investment and commercial banks with significant experience using
such derivative instruments. We monitor the impact of market risk on the fair
value and cash flows of our derivative and other financial instruments
considering reasonably possible changes in interest and currency exchange rates
and restrict the use of derivative financial instruments to hedging activities.

The following table illustrates the potential change in fair value for
interest rate sensitive instruments based on a hypothetical immediate
one-percentage-point increase in interest rates


                                                                             43






across all maturities, the potential change in fair value for foreign exchange
rate sensitive instruments based on a 10 percent increase in U.S. dollar per
local currency exchange rates across all maturities, and the potential change in
fair value of contracts hedging commodity purchases based on a 20 percent
decrease in the price of the underlying commodity across all maturities at
December 31, 2003 and 2002.



                                                                                                            Estimated Increase
                                                               Face or                                              (Decrease)
(Dollars in Millions)                                  Notional Amount  Carrying Value(1)    Fair Value(1)       In Fair Value
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
DECEMBER 31, 2003
Interest Rate Sensitive Instruments
Long-term debt (including current maturities) (2) ...          $(4,945)           $(4,992)         $(5,508)              $(148)
Interest rate swap agreements .......................            1,189                 67               67                 (26)
Foreign Exchange Rate Sensitive Instruments
Foreign currency exchange contracts (3) .............              641                  1                1                 (32)
Commodity Price Sensitive Instruments
Forward commodity contracts (4) .....................               --                 18               18                 (13)

DECEMBER 31, 2002

Interest Rate Sensitive Instruments
Long-term debt (including current maturities) (2) ...          $(4,764)           $(4,812)         $(5,261)              $(247)
Interest rate swap agreements .......................            1,132                 76               76                 (40)
Foreign Exchange Rate Sensitive Instruments
Foreign currency exchange contracts (3) .............            1,203                 (8)              (8)                (36)
Commodity Price Sensitive Instruments
Forward commodity contracts (4) .....................               --                  5                5                 (10)
===============================================================================================================================


(1)  Asset or (liability).

(2)  Excludes capitalized leases.

(3)  Changes in the fair value of foreign currency exchange contracts are offset
     by changes in the fair value or cash flows of underlying hedged foreign
     currency transactions.

(4)  Changes in the fair value of forward commodity contracts are offset by
     changes in the cash flows of underlying hedged commodity transactions.

The above discussion of our procedures to monitor market risk and the estimated
changes in fair value resulting from our sensitivity analyses are
forward-looking statements of market risk assuming certain adverse market
conditions occur. Actual results in the future may differ materially from these
estimated results due to actual developments in the global financial markets.
The methods used by us to assess and mitigate risk discussed above should not be
considered projections of future events.

OTHER MATTERS

Litigation

See Note 21 of Notes to Financial Statements for a discussion of environmental,
asbestos and other litigation matters.

Sales to the U.S. Government

Sales to the U.S. Government, acting through its various departments and
agencies and through prime contractors, amounted to $2,595, $2,277 and $2,491
million in 2003, 2002 and 2001, respectively. This included sales to the
Department of Defense (DoD), as a prime contractor and subcontractor, of $2,269,
$1,833 and $1,631 million in 2003, 2002 and 2001, respectively. Sales to the DoD
accounted for 9.8, 8.2 and 6.9 percent of our total sales in 2003, 2002 and
2001, respectively. U.S. defense spending increased in 2003 and is also expected
to increase in 2004.

Backlog

Our total backlog at year-end 2003 and 2002 was $7,191 and $7,332 million,
respectively. We anticipate that approximately $5,573 million of the 2003
backlog will be filled in 2004. We believe that backlog is not necessarily a
reliable indicator of our future sales because a substantial portion of the
orders constituting this backlog may be canceled at the customer's option.

Inflation

Highly competitive market conditions have minimized inflation's impact on the
selling prices of our products and the costs of our purchased materials. Except
for the costs of certain raw materials in our Specialty Materials reportable
segment (See Business Overview section of this MD&A for further discussion),
cost increases for materials and labor have generally been low, and productivity
enhancement programs, including repositioning actions and Six Sigma initiatives,
have largely offset any impact.

Recent Accounting Pronouncements

See Note 1 of Notes to Financial Statements for a discussion of recent
accounting pronouncements.


44






CONSOLIDATED STATEMENT OF OPERATIONS Honeywell International Inc.



                                                                               Years Ended December 31,
                                                                              -------------------------
(Dollars in Millions, Except Per Share Amounts)                                2003      2002      2001
- -------------------------------------------------------------------------------------------------------
                                                                                       
Net sales ...............................................................   $23,103   $22,274   $23,652
- -------------------------------------------------------------------------------------------------------
Costs, expenses and other
   Cost of goods sold ...................................................    18,235    17,615    20,125
   Selling, general and administrative expenses .........................     2,950     2,757     3,064
   (Gain) loss on sale of non-strategic businesses ......................       (38)      124        --
   Asbestos related litigation charges, net of insurance ................        --     1,548       159
   Business impairment charges ..........................................        --       877       145
   Equity in (income) loss of affiliated companies ......................       (38)      (42)      193
   Other (income) expense ...............................................        19        (4)      (17)
   Interest and other financial charges .................................       335       344       405
- -------------------------------------------------------------------------------------------------------
                                                                             21,463    23,219    24,074
- -------------------------------------------------------------------------------------------------------
Income (loss) before taxes and cumulative effect of accounting change ...     1,640      (945)     (422)
Tax expense (benefit) ...................................................       296      (725)     (323)
- -------------------------------------------------------------------------------------------------------
Income (loss) before cumulative effect of accounting change .............     1,344      (220)      (99)
Cumulative effect of accounting change ..................................       (20)       --        --
- -------------------------------------------------------------------------------------------------------
Net income (loss) .......................................................   $ 1,324   $  (220)  $   (99)
=======================================================================================================
Earnings (loss) per share of common stock--basic:
   Income (loss) before cumulative effect of accounting change ..........   $  1.56   $ (0.27)  $ (0.12)
   Cumulative effect of accounting change ...............................      (.02)       --        --
- -------------------------------------------------------------------------------------------------------
   Net income (loss) ....................................................   $  1.54   $ (0.27)  $ (0.12)
=======================================================================================================
Earnings (loss) per share of common stock--assuming dilution:
   Income (loss) before cumulative effect of accounting change ..........   $  1.56   $ (0.27)  $ (0.12)
   Cumulative effect of accounting change ...............................      (.02)       --        --
- -------------------------------------------------------------------------------------------------------
   Net income (loss) ....................................................   $  1.54   $ (0.27)  $ (0.12)
=======================================================================================================


The Notes to Financial Statements are an integral part of this statement.


                                                                              45






CONSOLIDATED BALANCE SHEET Honeywell International Inc.



                                                                   December 31,
                                                                ---------------
(Dollars in Millions)                                            2003      2002
- -------------------------------------------------------------------------------
                                                                  
ASSETS
Current assets:
   Cash and cash equivalents ..............................   $ 2,950   $ 2,021
   Accounts, notes and other receivables ..................     3,643     3,264
   Inventories ............................................     2,939     2,953
   Deferred income taxes ..................................     1,526     1,301
   Other current assets ...................................       465       661
- -------------------------------------------------------------------------------
      Total current assets ................................    11,523    10,200
Investments and long-term receivables .....................       569       624
Property, plant and equipment--net ........................     4,295     4,055
Goodwill ..................................................     5,789     5,698
Other intangible assets--net ..............................     1,098     1,074
Insurance recoveries for asbestos related liabilities .....     1,317     1,636
Deferred income taxes .....................................       342       967
Prepaid pension benefit cost ..............................     3,173     2,242
Other assets ..............................................     1,238     1,069
- -------------------------------------------------------------------------------
      Total assets ........................................   $29,344   $27,565
===============================================================================

LIABILITIES
Current liabilities:
   Accounts payable .......................................   $ 2,240   $ 1,912
   Short-term borrowings ..................................       152        60
   Commercial paper .......................................        --       201
   Current maturities of long-term debt ...................        47       109
   Accrued liabilities ....................................     4,344     4,403
- -------------------------------------------------------------------------------
      Total current liabilities ...........................     6,783     6,685
Long-term debt ............................................     4,961     4,719
Deferred income taxes .....................................       316       186
Postretirement benefit obligations other than pensions ....     1,683     1,684
Asbestos related liabilities ..............................     2,279     2,700
Other liabilities .........................................     2,593     2,666

CONTINGENCIES
SHAREOWNERS' EQUITY
Capital--common stock--Authorized 2,000,000,000 shares
   (par value $1 per share):
      --issued 957,599,900 shares .........................       958       958
      --additional paid-in capital ........................     3,486     3,409
Common stock held in treasury, at cost:
   2003--95,269,642 shares; 2002--103,106,750 shares ......    (3,655)   (3,783)
Accumulated other nonowner changes ........................      (189)   (1,109)
Retained earnings .........................................    10,129     9,450
- -------------------------------------------------------------------------------
      Total shareowners' equity ...........................    10,729     8,925
- -------------------------------------------------------------------------------
      Total liabilities and shareowners' equity ...........   $29,344   $27,565
===============================================================================


The Notes to Financial Statements are an integral part of this statement.


46





CONSOLIDATED STATEMENT OF CASH FLOWS Honeywell International Inc.



                                                                                                     Years Ended December 31,
                                                                                                    ------------------------
(Dollars in Millions)                                                                                2003     2002      2001
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss) ...........................................................................   $1,324   $ (220)  $   (99)
   Adjustments to reconcile net income (loss) to net cash provided by operating activities:
      Cumulative effect of accounting change ...................................................       20       --        --
      (Gain) loss on sale of non-strategic businesses ..........................................      (38)     124        --
      Repositioning and other charges ..........................................................      278      634     2,491
      Severance and exit cost payments .........................................................     (200)    (447)     (422)
      Environmental and non-asbestos litigation payments .......................................      (91)    (313)     (380)
      Business impairment charges ..............................................................       --      877       145
      Asbestos related litigation charges, net of insurance ....................................       --    1,548       159
      Asbestos related liability payments ......................................................     (557)    (135)     (176)
      Insurance receipts for asbestos related liabilities ......................................      664       76        50
      Depreciation .............................................................................      595      671       724
      Goodwill and indefinite-lived intangible asset amortization ..............................       --       --       204
      Undistributed earnings of equity affiliates ..............................................      (38)     (55)       (1)
      Deferred income taxes ....................................................................      344     (775)     (447)
      Net taxes paid on sales of businesses ....................................................       --       --       (42)
      Pension and other postretirement benefits expense (income) ...............................      325      (11)     (165)
      Pension contributions--U.S. plans ........................................................     (670)    (130)       --
      Other postretirement benefit payments ....................................................     (203)    (199)     (169)
      Other ....................................................................................       50      (74)     (233)
      Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
         Accounts, notes and other receivables .................................................     (236)     105       601
         Inventories ...........................................................................      118      333       168
         Other current assets ..................................................................      (20)      51        51
         Accounts payable ......................................................................      240       63      (400)
         Accrued liabilities ...................................................................      294      257       (63)
- ----------------------------------------------------------------------------------------------------------------------------
            Net cash provided by operating activities ..........................................    2,199    2,380     1,996
- ----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Expenditures for property, plant and equipment ..............................................     (655)    (671)     (876)
   Proceeds from disposals of property, plant and equipment ....................................       37       41        46
   Decrease in investments .....................................................................       --       91        --
   Cash paid for acquisitions ..................................................................     (199)    (520)     (122)
   Proceeds from sales of businesses ...........................................................      137      183        44
   Decrease in short-term investments ..........................................................       --        6         2
- ----------------------------------------------------------------------------------------------------------------------------
            Net cash (used for) investing activities ...........................................     (680)    (870)     (906)
- ----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Net (decrease) increase in commercial paper .................................................     (201)     198    (1,189)
   Net increase (decrease) in short-term borrowings ............................................       81      (96)       18
   Proceeds from issuance of common stock ......................................................       54       41        79
   Proceeds from issuance of long-term debt ....................................................       --        6     1,237
   Payments of long-term debt ..................................................................     (147)    (428)     (390)
   Repurchases of common stock .................................................................      (37)      --       (30)
   Cash dividends on common stock ..............................................................     (645)    (614)     (609)
   Other .......................................................................................       --      (39)       --
- ----------------------------------------------------------------------------------------------------------------------------
             Net cash (used for) financing activities ..........................................     (895)    (932)     (884)
- ----------------------------------------------------------------------------------------------------------------------------
Effect of foreign exchange rate changes on cash and cash equivalents ...........................      305       50        (9)
- ----------------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents ......................................................      929      628       197
Cash and cash equivalents at beginning of year .................................................    2,021    1,393     1,196
- ----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year .......................................................   $2,950   $2,021   $ 1,393
============================================================================================================================


The Notes to Financial Statements are an integral part of this statement.


                                                                              47






CONSOLIDATED STATEMENT OF SHAREOWNERS' EQUITY Honeywell International Inc.



                                                 Common                        Common Stock
                                              Stock Issued    Additional     Held in Treasury
                                             ---------------     Paid-in    -----------------
(In Millions, Except Per Share Amounts)      Shares  Amount      Capital    Shares     Amount
- ---------------------------------------------------------------------------------------------
                                                                       
Balance at December 31, 2000 .............    957.6    $958       $2,782    (150.3)   $(4,296)
Net loss .................................
Foreign exchange translation adjustments .
Minimum pension liability adjustment .....
Unrealized holding loss on marketable
   securities ............................
Change in fair value of effective
   cash flow hedges ......................

Nonowner changes in shareowners' equity ..
Common stock issued for employee savings
   and option plans (including related
   tax benefits of $38) ..................                           225       8.1         71
Repurchases of common stock ..............                                    (0.8)       (30)
Cash dividends on common stock
   ($.75 per share) ................
Other owner changes ......................                             8       0.4          3
- ---------------------------------------------------------------------------------------------
Balance at December 31, 2001 .............    957.6     958        3,015    (142.6)    (4,252)
- ---------------------------------------------------------------------------------------------
Net loss .................................
Foreign exchange translation adjustments .
Minimum pension liability adjustment .....
Change in fair value of effective cash
   flow hedges ...........................

Nonowner changes in shareowners' equity ..
Common stock issued for employee savings
   and option plans (including related
   tax expense of $28) ...................                           138       7.7         54
Common stock contributed to pension
   plans .................................                           286      31.5        414
Cash dividends on common stock
   ($.75 per share) ......................
Other owner changes ......................                           (30)       .3          1
- ---------------------------------------------------------------------------------------------
Balance at December 31, 2002 .............    957.6     958        3,409    (103.1)    (3,783)
- ---------------------------------------------------------------------------------------------
Net income ...............................
Foreign exchange translation adjustments .
Minimum pension liability adjustment .....
Change in fair value of effective cash
   flow hedges ...........................

Nonowner changes in shareowners' equity ..
Common stock issued for employee savings
   and option plans (including related
   tax benefits of $19) ..................                            75       9.3        182
Repurchases of common stock ..............                                    (1.9)       (62)
Cash dividends on common stock
   ($.75 per share) ......................
Other owner changes ......................                             2        .4          8
- ---------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2003 .............    957.6    $958       $3,486     (95.3)   $(3,655)
=============================================================================================


                                           Accumulated
                                                 Other                      Total
                                              Nonowner    Retained   Shareowners'
(In Millions, Except Per Share Amounts)        Changes    Earnings         Equity
- ----------------------------------------------------------------------------------
                                                               
Balance at December 31, 2000 .............     $  (729)    $10,992        $ 9,707
Net loss .................................                     (99)           (99)
Foreign exchange translation adjustments .         (51)                       (51)
Minimum pension liability adjustment .....         (47)                       (47)
Unrealized holding loss on
   marketable securities .................          (3)                        (3)
Change in fair value of effective cash
   flow hedges .........,,,,,.............          (5)                        (5)
                                                                          -------
Nonowner changes in shareowners' equity ..                                   (205)
Common stock issued for employee savings
   and option plans (including related
   tax benefits of $38) ..................                                    296
Repurchases of common stock ..............                                    (30)
Cash dividends on common stock
   ($.75 per share) ......................                    (609)          (609)
Other owner changes ......................                                     11
- ----------------------------------------------------------------------------------
Balance at December 31, 2001 .............        (835)     10,284          9,170
- ----------------------------------------------------------------------------------
Net loss .................................                    (220)          (220)
Foreign exchange translation adjustments .         310                        310
Minimum pension liability adjustment .....        (606)                      (606)
Change in fair value of effective
   cash flow hedges ......................          22                         22
                                                                          -------
Nonowner changes in shareowners' equity ..                                   (494)
Common stock issued for employee savings
   and option plans (including related
   tax expense of $28) ...................                                    192
Common stock contributed to pension
   plans .................................                                    700
Cash dividends on common stock
   ($.75 per share) ......................                    (614)          (614)
Other owner changes ......................                                    (29)
- ----------------------------------------------------------------------------------
Balance at December 31, 2002 .............      (1,109)      9,450          8,925
- ----------------------------------------------------------------------------------
Net income ...............................                   1,324          1,324
Foreign exchange translation adjustments .         551                        551
Minimum pension liability adjustment .....         369                        369
Change in fair value of effective
   cash flow hedges ......................          --                         --
                                                                          -------
Nonowner changes in shareowners' equity ..                                  2,244
Common stock issued for employee savings
   and option  plans (including related
   tax benefits of $19) ..................                                    257
Repurchases of common stock ..............                                    (62)
Cash dividends on common stock
   ($.75 per share) ......................                    (645)          (645)
Other owner changes ......................                                     10
- ----------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2003 .............     $  (189)    $10,129        $10,729
==================================================================================


The Notes to Financial Statements are an integral part of this statement.


48





NOTES TO FINANCIAL STATEMENTS Honeywell International Inc.

- --------------------------------------------------------------------------------

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Honeywell International Inc. is a diversified technology and manufacturing
company, serving customers worldwide with aerospace products and services,
control, sensing and security technologies for buildings, homes and industry,
turbochargers, automotive products, specialty chemicals, fibers, and electronic
and advanced materials. The following is a description of the significant
accounting policies of Honeywell International Inc.

Principles of Consolidation

The consolidated financial statements include the accounts of Honeywell
International Inc. and all of its subsidiaries and entities in which a
controlling interest is maintained. Our consolidation policy requires the
consolidation of entities where a controlling financial interest is obtained as
well as consolidation of variable interest entities in which we are designated
as the primary beneficiary in accordance with Financial Accounting Standards
Board (FASB) Interpretation No. 46, "Consolidation of Variable Interest
Entities" (FIN 46), as amended. See Recent Accounting Pronouncements in this
Note for further discussion of FIN 46. All intercompany transactions and
balances are eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit and highly liquid,
temporary cash investments with an original maturity of three months or less.

Inventories

Inventories are valued at the lower of cost or market using the first-in,
first-out or the average cost method and the last-in, first-out (LIFO) method
for certain qualifying domestic inventories.

Investments

Investments in affiliates over which we have a significant influence, but not a
controlling interest, are accounted for using the equity method of accounting.
Other investments are carried at market value, if readily determinable, or cost.
All equity investments are periodically reviewed to determine if declines in
fair value below cost basis are other-than-temporary. Significant and sustained
decreases in quoted market prices and a series of historic and projected
operating losses by investees are considered in the review. If the decline in
fair value is determined to be other-than-temporary, an impairment loss is
recorded and the investment is written down to a new carrying value.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated
depreciation. For financial reporting, the straight-line method of depreciation
is used over the estimated useful lives of 10 to 40 years for buildings and
improvements and 3 to 15 years for machinery and equipment.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of acquisition costs over the fair value of net
assets of businesses acquired and, prior to January 1, 2002, was amortized on a
straight-line basis over appropriate periods up to 40 years. Effective January
1, 2002, we adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" (SFAS No. 142). SFAS No. 142 requires
that goodwill and certain other intangible assets having indefinite lives no
longer be amortized to income, but instead be replaced with periodic testing for
impairment. Intangible assets determined to have definite lives will continue to
be amortized over their useful lives. With the adoption of SFAS No. 142, we
reassessed the useful lives and residual values of all acquired intangible
assets to make any necessary amortization period adjustments. Based on that
assessment, an amount related to a trademark in our automotive consumer products
business was determined to be an indefinite-lived intangible asset because it is
expected to generate cash flows indefinitely. There were no other adjustments
made to the amortization period or residual values of other intangible assets.
We also completed our goodwill impairment testing during the three months ended
March 31, 2002 and determined that there was no impairment as of January 1,
2002. This initial impairment assessment was updated as of March 31, 2003 and no
impairment was determined. Future impairment tests for our reporting units will
be performed annually as of March 31 or when events or changes in circumstances
occur. See Note 13 for additional details.

Other Intangible Assets with Determinable Lives

Other intangible assets with determinable lives are amortized on a straight-line
basis over the expected period benefited by future cash inflows up to 25 years.


                                                                              49






Long-Lived Assets

We periodically evaluate the recoverability of the carrying amount of long-lived
assets (including property, plant and equipment, and intangible assets with
determinable lives) whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be fully recoverable. We evaluate events
or changes in circumstances based on a number of factors including operating
results, business plans and forecasts, general and industry trends and, economic
projections and anticipated cash flows. An impairment is assessed when the
undiscounted expected future cash flows derived from an asset are less than its
carrying amount. Impairment losses are measured as the amount by which the
carrying value of an asset exceeds its fair value and are recognized in
earnings. We also continually evaluate the estimated useful lives of all
long-lived assets and periodically revise such estimates based on current
events.

Sales Recognition

Product and service sales are recognized when persuasive evidence of an
arrangement exists, product delivery has occurred or services have been
rendered, pricing is fixed or determinable, and collection is reasonably
assured. Sales under long-term contracts in the Aerospace and Automation and
Control Solutions reportable segments are recorded on a percentage-of-completion
method measured on the cost-to-cost basis for engineering-type contracts and the
units-of-delivery basis for production-type contracts. Provisions for
anticipated losses on long-term contracts are recorded in full when such losses
become evident. Revenues from contracts with multiple element arrangements are
recognized as each element is earned based on the relative fair value of each
element and when the delivered elements have value to customers on a standalone
basis. Amounts allocated to each element are based on its objectively determined
fair value, such as the sales price for the product or service when it is sold
separately or competitor prices for similar products or services.

Aerospace Customer Incentives

We offer sales incentives to commercial aircraft manufacturers and airlines in
connection with their selection of our products for installation on commercial
aircraft. These incentives may consist of free products, credits, discounts or
upfront cash payments. The cost of these incentives is recognized in the period
incurred unless the incentive is subject to recovery through a long-term product
maintenance requirement mandated by the Federal Aviation Administration for
certified replacement equipment and service. Amounts capitalized at December 31,
2003 and 2002 were $719 and $662 million, respectively, and are being recognized
over the estimated minimum service life of the aircraft (up to 25 years) as a
reduction in future sales or an increase in cost of goods sold based on the type
of incentive granted. We routinely evaluate the recoverability of capitalized
amounts based on forecasted replacement equipment sales over the estimated
minimum life of the aircraft considering estimated aircraft flight hours, number
of landings, as well as actual aircraft retirements. See Note 13 for additional
details.

Environmental Expenditures

Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and that do not provide future benefits, are expensed
as incurred. Liabilities are recorded when environmental assessments are made or
remedial efforts are probable and the costs can be reasonably estimated. The
timing of these accruals is generally no later than the completion of
feasibility studies. The undiscounted liabilities for environmental costs
recorded in Accrued Liabilities and Other Liabilities at December 31, 2003 were
$90 and $503 million, respectively, and at December 31, 2002 were $75 and $360
million, respectively.

Asbestos Related Contingencies and Insurance Recoveries

Honeywell is a defendant in personal injury actions related to asbestos
containing products (refractory products and friction products). We recognize a
liability for any asbestos related contingency that is probable of occurrence
and reasonably estimable. Regarding North American Refractories Company (NARCO)
asbestos related claims, we accrue for pending claims based on terms and
conditions, including evidentiary requirements, in definitive agreements or
agreements in principle with current claimants. We also accrued for the probable
value of future asbestos related claims through 2018 based on the disease
criteria and payment values contained in the NARCO trust as described in Note
21. In light of the inherent uncertainties in making long term projections
regarding claims filing rates and disease manifestation, we do not believe that
we have a reasonable basis for estimating asbestos claims beyond 2018 under
Statement of Financial Accounting Standards No. 5, "Accounting for
Contingencies" (SFAS No. 5). Regarding Bendix asbestos related claims, we accrue
for the estimated value of pending claims based on expected claim resolution
values and dismissal rates. We have not accrued for future Bendix asbestos
related claims as we cannot reasonably predict how many additional claims may be
brought against us, the allegations in such claims or their probable outcomes
and resulting settlement values in the tort system. We continually assess the
likelihood of any adverse judgments or outcomes to our contingencies, as well as
potential ranges of probable losses and recognize a liability, if any, for these
contingencies based on a careful analysis of each individual issue with the
assistance of outside legal counsel and, if applicable, other experts.

In connection with the recognition of liabilities for asbestos related matters,
we record asbestos related insurance recoveries that are deemed probable. In
assessing the probability of insurance recovery, we make judgments concerning
insurance coverage that we believe are reasonable and consistent with


50




our historical dealings with our insurers, our knowledge of any pertinent
solvency issues surrounding insurers and various judicial determinations
relevant to our insurance programs.

Research and Development

Research and development costs for company-sponsored research and development
projects are expensed as incurred. Such costs are classified as part of Cost of
Goods Sold and were $751, $757 and $832 million in 2003, 2002 and
2001,respectively.

Stock-Based Compensation Plans

We account for our fixed stock option plans under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25). Under
APB No. 25, there is no compensation cost recognized for our fixed stock option
plans, because the options granted under these plans have an exercise price
equal to the market value of the underlying stock at the grant date. Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS No. 123) allows, but does not require, companies to record
compensation cost for fixed stock option plans using a fair value based method.
As permitted by SFAS No. 123, we elected to continue to account for compensation
cost for our fixed stock option plans using the intrinsic value based method
under APB No. 25. The following table sets forth pro forma information as if
compensation cost had been determined consistent with the requirements of SFAS
No. 123.



(Dollars in Millions,
Except Per Share Amounts)                                2003     2002     2001
- -------------------------------------------------------------------------------
                                                                
Net income (loss), as reported .....................   $1,324   $ (220)  $  (99)
Deduct: Total stock-based employee compensation cost
   determined under fair value method for fixed
   stock option plans, net of related tax effects ..      (48)     (64)     (85)
- -------------------------------------------------------------------------------
Pro forma net income (loss) ........................   $1,276   $ (284)  $ (184)
===============================================================================
Earnings (loss) per share of common stock:
   Basic--as reported ..............................   $ 1.54   $(0.27)  $(0.12)
===============================================================================
   Basic--pro forma ................................   $ 1.48   $(0.35)  $(0.23)
===============================================================================
Earnings (loss) per share of common stock:
   Assuming dilution--as reported ..................   $ 1.54   $(0.27)  $(0.12)
===============================================================================
   Assuming dilution--pro forma ....................   $ 1.48   $(0.35)  $(0.23)
===============================================================================


The following table sets forth fair value per share information, including
related assumptions, used to determine compensation cost consistent with the
requirements of SFAS No. 123.



                                                        2003     2002     2001
- ------------------------------------------------------------------------------
                                                               
Weighted average fair value per share of options
   granted during the year (1) .....................   $8.82   $12.64   $13.71
Assumptions:
      Historical dividend yield ....................     2.0%     1.9%     1.5%
      Historical volatility ........................    46.7%    43.8%    40.9%
      Risk-free rate of return .....................     2.9%     4.2%     5.2%
      Expected life (years) ........................     5.0      5.0      5.0
==============================================================================


(1)  Estimated on date of grant using Black-Scholes option-pricing model.

Foreign Currency Translation

Assets and liabilities of subsidiaries operating outside the United States with
a functional currency other than U.S. dollars are translated into U.S. dollars
using year-end exchange rates. Sales, costs and expenses are translated at the
average exchange rates effective during the year. Foreign currency translation
gains and losses are included as a component of Accumulated Other Nonowner
Changes. For subsidiaries operating in highly inflationary environments,
inventories and property, plant and equipment, including related expenses, are
remeasured at the exchange rate in effect on the date the assets were acquired,
while monetary assets and liabilities are remeasured at year-end exchange rates.
Remeasurement adjustments for these subsidiaries are included in earnings.

Derivative Financial Instruments

Derivative financial instruments are accounted for under Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended (SFAS No. 133). Under SFAS No. 133, all derivatives are
recorded on the balance sheet as assets or liabilities and measured at fair
value. For derivatives designated as hedges of the fair value of assets or
liabilities, the changes in fair values of both the derivatives and the hedged
items are recorded in current earnings. For derivatives designated as cash flow
hedges, the effective portion of the changes in fair value of the derivatives
are recorded in Accumulated Other Nonowner Changes and subsequently recognized
in earnings when the hedged items impact income. Changes in the fair value of
derivatives not designated as hedges and the ineffective portion of cash flow
hedges are recorded in current earnings.

Transfers of Financial Instruments

Sales, transfers and securitization of financial instruments are accounted for
under Statement of Financial Accounting Standards No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
We sell interests in designated pools of trade accounts receivables to third
parties. The receivables are removed from the Consolidated Balance Sheet at the
time they are sold. The value assigned to our subordinated interests and
undivided interests retained in trade receivables sold is based on the
                                                                              51





relative fair values of the interests retained and sold. The carrying value of
the retained interests approximates fair value due to the short-term nature of
the collection period for the receivables.

Income Taxes

Deferred tax liabilities or assets reflect temporary differences between amounts
of assets and liabilities for financial and tax reporting. Such amounts are
adjusted, as appropriate, to reflect changes in tax rates expected to be in
effect when the temporary differences reverse. A valuation allowance is
established to offset any deferred tax assets if, based upon the available
evidence, it is more likely than not that some or all of the deferred tax assets
will not be realized.

Earnings Per Share

Basic earnings per share is based on the weighted average number of common
shares outstanding. Diluted earnings per share is based on the weighted average
number of common shares outstanding and all dilutive potential common
shares outstanding.

Use of Estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts in the financial statements and
related disclosures in the accompanying notes. Actual results could differ from
those estimates. Estimates and assumptions are periodically reviewed and the
effects of revisions are reflected in the consolidated financial statements in
the period they are determined to be necessary.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current
year presentation.

Recent Accounting Pronouncements

In December 2003, the FASB issued Statement of Financial Accounting Standards
No. 132 (Revised 2003), "Employers' Disclosures about Pensions and Other
Postretirement Benefits, an amendment of FASB Statements No. 87, 88, and 106"
(SFAS No. 132-Revised 2003) which revises employers' disclosures about pension
plans and other postretirement benefit plans. The provisions of this statement
are effective for the year ended December 31, 2003, except for disclosures of
certain information about foreign plans and estimated future benefit payments.
See Note 22 for further information.

In January 2003, the FASB issued FIN 46, which provides guidance on
consolidation of variable interest entities. In December 2003, the FASB deferred
the effective date of FIN 46 for certain variable interest entities (i.e.,
non-special purpose entities) until the first interim or annual period ending
after March 31, 2004. The partial adoption of the provisions of FIN 46 did not
have a material effect on our consolidated results of operations or financial
position in 2003 and we do not expect that the full adoption of the provisions
of FIN 46 will have a material effect on our consolidated results of operations
or financial position.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45), which requires us to recognize a
liability for the fair value of an obligation assumed by issuing a guarantee.
FIN 45 was effective for guarantees issued or modified on or after January 1,
2003. The adoption of FIN 45 did not have a material effect on our consolidated
results of operations or financial position. See Note 21 for further
information.

In November 2002, the Emerging Issues Task Force (EITF) reached a consensus on
EITF Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple
Deliverables". EITF Issue No. 00-21 provides guidance on when and how to
separate elements of an arrangement that may involve the delivery or performance
of multiple products, services and rights to use assets into separate units of
accounting. The guidance in the consensus was effective for revenue arrangements
entered into in fiscal periods beginning after June 15, 2003. We adopted EITF
Issue No. 00-21 prospectively in the quarter beginning July 1, 2003. The
adoption of EITF Issue No. 00-21 did not have a material effect on our
consolidated results of operations or financial position.

In June 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS
No. 146), the provisions of which were effective for any exit or disposal
activities initiated by us after December 31, 2002. SFAS No. 146 provides
guidance on the recognition and measurement of liabilities associated with exit
or disposal activities and requires that such liabilities be recognized when
incurred. The adoption of the provisions of SFAS No. 146 impacted the
measurement and timing of costs associated with any exit or disposal activities
initiated after December 31, 2002.

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations" (SFAS No. 143) which requires
recognition of the fair value of obligations associated with the retirement of
tangible long-lived assets when there is a legal obligation to incur such costs.
Upon initial recognition of a liability the cost is capitalized as part of the
related long-lived asset and depreciated over the corresponding asset's useful
life. SFAS No. 143 primarily impacts our accounting for costs associated with
the future retirement of nuclear fuel conversion facilities in our Specialty
Materials reportable segment. Upon adoption on January 1, 2003, we recorded an
increase in property, plant and equipment, net of $16 million and recognized an
asset retirement obligation of $47 million. This


52






resulted in the recognition of a non-cash charge of $31 million ($20 million
after-tax, or $0.02 per share) that is reported as a cumulative effect of an
accounting change. This accounting change did not have a material impact on
results of operations for 2003. Pro forma effects for 2002 and 2001 assuming
adoption of SFAS No. 143 as of January 1, 2001, were not material to net income
or per share amounts.

NOTE 2--ACQUISITIONS

We acquired businesses for an aggregate cost of $199, $520 and $122 million in
2003, 2002 and 2001, respectively. All our acquisitions were accounted for under
the purchase method of accounting, and accordingly, the assets and liabilities
of the acquired businesses were recorded at their estimated fair values at the
dates of acquisition. Significant acquisitions made in these years are discussed
below.

In May 2003, Honeywell sold its Engineering Plastics business to BASF in
exchange for BASF's nylon fiber business and $90 million in cash. BASF's nylon
fiber business became part of Specialty Materials' nylon business. Specialty
Materials' Engineering Plastics business and BASF's nylon fiber business both
have annual sales of approximately $400 million.

In October 2002 we acquired Invensys Sensor Systems (ISS) for approximately $416
million in cash with $115 million allocated to tangible net assets, $206 million
allocated to goodwill and $95 million allocated to other intangible assets with
determinable lives. ISS is a global supplier of sensors and controls used in the
medical, office automation, aerospace, HVAC, automotive, off-road vehicle and
consumer appliance industries. ISS is part of our Automation and Control
Products business in our Automation and Control Solutions reportable segment and
is expected to strengthen our product offerings in the high-growth medical and
automotive-onboard segments. ISS had sales of approximately $253 million in
2002.

In connection with all acquisitions in 2003, 2002 and 2001, the amounts recorded
for transaction costs and the costs of integrating the acquired businesses into
Honeywell were not material. The results of operations of all acquired
businesses have been included in the consolidated results of Honeywell from
their respective acquisition dates. The pro forma results for 2003, 2002 and
2001, assuming these acquisitions had been made at the beginning of the year,
would not be materially different from reported results.

NOTE 3--REPOSITIONING, LITIGATION, BUSINESS IMPAIRMENT AND OTHER CHARGES

A summary of repositioning, litigation, business impairment and other charges
follows:



                                                        Years Ended December 31,
                                                        ------------------------
(Dollars in Millions)                                    2003     2002     2001
- --------------------------------------------------------------------------------
                                                                
Severance ...........................................    $ 69   $  270   $  727
Asset impairments ...................................       6      121      194
Exit costs ..........................................       7       62       95
Reserve adjustments .................................     (69)     (76)    (119)
- --------------------------------------------------------------------------------
Total net repositioning charge ......................      13      377      897
- --------------------------------------------------------------------------------
Asbestos related litigation charges, net of
   insurance ........................................      --    1,548      159
Litton litigation settlement ........................      --       --      440
Other probable and reasonably estimable legal and
   environmental liabilities ........................     261       30      249
Business impairment charges .........................      --      877      145
Customer claims and settlements of contract
   liabilities ......................................      --      152      310
Write-offs of receivables, inventories and other
   assets ...........................................       2       60      335
Investment impairment charges .......................       2       15      112
Aerospace jet engine contract cancellation ..........      --       --      100
General Electric merger expenses ....................      --       --       42
Debt extinguishment loss ............................      --       --        6
- --------------------------------------------------------------------------------
Total net repositioning, litigation, business
   impairment and other charges .....................    $278   $3,059   $2,795
================================================================================


The following table summarizes the pretax distribution of total net
repositioning, litigation, business impairment and other charges by income
statement classification.



                                                        Years Ended December 31,
                                                        ------------------------
(Dollars in Millions)                                    2003     2002     2001
- --------------------------------------------------------------------------------
                                                                
Cost of goods sold ..................................    $272   $  561   $2,134
Selling, general and administrative expenses ........       4       45      151
Asbestos related litigation charges, net of
   insurance ........................................      --    1,548      159
Business impairment charges .........................      --      877      145
Equity in (income) loss of affiliated companies .....       2       13      200
Other (income) expense ..............................      --       15        6
- --------------------------------------------------------------------------------
                                                         $278   $3,059   $2,795
================================================================================



                                                                              53





The following table summarizes the pretax impact of total net repositioning,
litigation, business impairment and other charges by reportable segment.



                                                        Years Ended December 31,
                                                        ------------------------
(Dollars in Millions)                                    2003     2002     2001
- --------------------------------------------------------------------------------
                                                                 
Aerospace ...........................................    $ 10   $  146    $ 895
Automation and Control Solutions ....................     (22)     212      785
Specialty Materials .................................      20      976      242
Transportation Systems ..............................      16      295      367
Corporate ...........................................     254    1,430      506
- --------------------------------------------------------------------------------
                                                         $278   $3,059   $2,795
================================================================================


In 2003, we recognized a repositioning charge of $82 million mainly for
severance costs related to workforce reductions of 1,501 manufacturing and
administrative positions across all of our reportable segments. Also, $69
million of previously established accruals, mainly for severance, were returned
to income in 2003, due to fewer employee separations than originally anticipated
associated with certain 2002 repositioning actions, resulting in reduced
severance liabilities in our Automation and Control Solutions, Aerospace and
Specialty Materials reportable segments.

In 2002, we recognized a repositioning charge of $453 million for workforce
reductions across all of our reportable segments and our UOP process technology
joint venture. The charge also related to costs for the planned shutdown and
consolidation of manufacturing plants in our Specialty Materials and Automation
and Control Solutions reportable segments. Severance costs related to announced
workforce reductions of approximately 8,100 manufacturing and administrative
positions, which are substantially complete. Asset impairments principally
related to manufacturing plant and equipment held for sale and capable of being
taken out of service and actively marketed in the period of impairment. Exit
costs related principally to incremental costs to exit facilities, including
lease termination losses negotiated or subject to reasonable estimation related
mainly to closed facilities in our Automation and Control Solutions and
Specialty Materials reportable segments. Also, $76 million of previously
established severance accruals were returned to income in 2002, due to fewer
employee separations than originally anticipated and higher than expected
voluntary employee attrition resulting in reduced severance liabilities in our
Aerospace, Automation and Control Solutions and Specialty Materials reportable
segments.

In 2001, we recognized a repositioning charge of $1,016 million for the cost of
actions designed to reduce our cost structure and improve our future
profitability. These actions consisted of announced global workforce reductions
of approximately 20,000 manufacturing and administrative positions across all of
our reportable segments, which are complete. The repositioning charge also
included asset impairments and other exit costs related to plant closures and
the rationalization of manufacturing capacity and infrastructure, principally in
our Specialty Materials, Engines, Systems and Services and Transportation
Systems businesses, including the shutdown of our Turbogenerator product line.
Other exit costs consisted of contract cancellations and penalties, including
lease terminations, negotiated or subject to reasonable estimation. Also, $119
million of previously established accruals, mainly for severance, were returned
to income in 2001 due principally to higher than expected voluntary employee
attrition resulting in reduced severance liabilities, principally in our
Aerospace and Automation and Control Solutions reportable segments.

The following table summarizes the status of our total repositioning costs.




                                     Severance         Asset      Exit
(Dollars in Millions)                    Costs   Impairments     Costs    Total
- --------------------------------------------------------------------------------
                                                             
Balance at December 31, 2000 .......     $ 236         $  --      $ 80   $  316
- --------------------------------------------------------------------------------
2001 charges .......................       727           194        95    1,016
2001 usage .........................      (364)         (194)      (58)    (616)
Adjustments ........................      (115)           --        (4)    (119)
- --------------------------------------------------------------------------------
Balance at December 31, 2001 .......       484            --       113      597
- --------------------------------------------------------------------------------
2002 charges .......................       270           121        62      453
2002 usage .........................      (355)         (121)      (92)    (568)
Adjustments ........................       (74)           --        (2)     (76)
- --------------------------------------------------------------------------------
Balance at December 31, 2002 .......       325            --        81      406
- --------------------------------------------------------------------------------
2003 charges .......................        69             6         7       82
2003 usage .........................      (166)           (6)      (34)    (206)
Adjustments ........................       (57)           --       (12)     (69)
- --------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2003 .......     $ 171         $  --      $ 42   $  213
================================================================================


In 2003, we recognized other charges for probable and reasonably estimable legal
and environmental liabilities of $261 million. This includes $235 million for
environmental liabilities mainly related to the matter entitled Interfaith
Community Organization, et al. v. Honeywell International Inc., et al. and for
environmental conditions in and around Onondaga Lake in Syracuse, New York, both
as discussed in Note 21. We also recognized a charge of $4 million in our
Specialty Materials reportable segment including a loss on sale of an investment
owned by an equity investee.

In 2002, we recognized business impairment charges of $877 million related to
businesses in our Specialty Materials and Automation and Control Solutions
reportable segments, as well as our Friction Materials business. Based on
current operating losses and deteriorating economic conditions in certain
chemical and telecommunications end markets, we performed impairment tests and
recognized impairment charges of $785

54






million in 2002 principally related to the write-down of property, plant and
equipment held and used in our Nylon System, Performance Fibers and Metglas
Specialty Materials businesses, as well as an Automation and Control Solutions
communication business. We also recognized impairment charges of $92 million
related principally to the write-down of property, plant and equipment of our
Friction Materials business, which was classified as assets held for disposal in
Other Current Assets as of December 31, 2002 (a plan of disposal of Friction
Materials was adopted in 2001; in January 2003, we entered into a letter of
intent to sell this business to Federal-Mogul Corp. We formally ended
negotiations to sell our Friction Materials business to Federal-Mogul Corp. and
reclassified the business from held for sale to held and used as of December 31,
2003--see Note 21). In 2002, we recognized asbestos related litigation charges
of $1,548 million principally related to costs associated with the potential
resolution of asbestos claims of NARCO (see Note 21). In 2002, we also
recognized other charges consisting of customer claims and settlements of
contract liabilities of $152 million and write-offs of receivables, inventories
and other assets of $60 million. These other charges related mainly to our
Advanced Circuits business, bankruptcy of a customer in our Aerospace reportable
segment, and customer claims in our Aerospace and Automation and Control
Solutions reportable segments. Additionally, we recognized other charges
consisting of other probable and reasonably estimable environmental liabilities
of $30 million and write-offs related to an other than temporary decline in the
value of certain equity investments of $15 million.

In 2001, we recognized other charges consisting of a settlement of the Litton
Systems, Inc. litigation for $440 million, other probable and reasonably
estimable legal and environmental liabilities of $249 million (see Note 21),
asbestos related litigation charges of $159 million (see Note 21), customer
claims and settlements of contract liabilities of $310 million and write-offs of
receivables, inventories and other assets of $335 million. Our Friction
Materials business was designated as held for disposal, and we recognized an
impairment charge of $145 million related to the write-down of property, plant
and equipment, goodwill and other identifiable intangible assets to their fair
value less costs to sell. We recognized charges of $112 million related to an
other than temporary decline in the value of an equity investment and an equity
investee's loss contract, and a $100 million charge for write-off of
investments, including inventory, related to a regional jet engine contract
cancellation. We also recognized $42 million of transaction expenses related to
the proposed merger with General Electric and redeemed our $200 million 5 3/4%
dealer remarketable securities due 2011, resulting in a loss of $6 million.

NOTE 4--GAIN (LOSS) ON SALE OF NON-STRATEGIC BUSINESSES

The following is a summary of non-strategic businesses sold:



                                                                   Year Ended
                                                               December 31, 2003
                                                          -------------------------
                                                               Pretax     After-tax
(Dollars in Millions)                                     Gain (Loss)   Gain (Loss)
- -----------------------------------------------------------------------------------
                                                                      
Specialty Materials--Engineering Plastics, Rudolstadt
   and Metglas ........................................           $25           $(5)
Aerospace--Honeywell Aerospace Defense Services .......            13             9
- -----------------------------------------------------------------------------------
                                                                  $38           $ 4
===================================================================================


In 2003, we realized proceeds of approximately $137 million in cash on the sales
of these businesses. The sales of these businesses did not materially impact net
sales and segment profit in 2003 compared with 2002. The after-tax loss on the
sale of our Specialty Materials' businesses resulted mainly from tax benefits
associated with prior capital losses.



                                                                  Year Ended
                                                              December 31, 2002
                                                          -------------------------
                                                               Pretax     After-tax
(Dollars in Millions)                                     Gain (Loss)   Gain (Loss)
- -----------------------------------------------------------------------------------
                                                                       
Automation and Control Solutions--Consumer Products ...         $(131)         $(10)
Specialty Materials--Advanced Circuits ................           (83)           18
Specialty Materials--Pharmaceutical Fine Chemicals
   (PFC) ..............................................           (35)          108
Transportation Systems--Bendix Commercial Vehicle
   Systems (BCVS) .....................................           125            79
- -----------------------------------------------------------------------------------
                                                                $(124)         $195
===================================================================================


In 2002, we realized proceeds of approximately $435 million in cash and
investment securities on the sales of these businesses. Our Advanced Circuits
and PFC businesses had a higher deductible tax basis than book basis which
resulted in an after-tax gain. The sales of these businesses reduced net sales
and increased segment profit in 2002 compared with 2001 by approximately $500
and $31 million, respectively.

NOTE 5--OTHER (INCOME) EXPENSE



                                                          Years Ended December 31,
                                                          ------------------------
(Dollars in Millions)                                        2003   2002   2001
- ----------------------------------------------------------------------------------
                                                                  
Interest income and other .............................     $(109)  $(68)  $(50)
Minority interests ....................................         7      8     24
Foreign exchange loss .................................       121     56      9
- ----------------------------------------------------------------------------------
                                                            $  19    $(4)  $(17)
==================================================================================

                                                                              55






NOTE 6--INTEREST AND OTHER FINANCIAL CHARGES



                                                          Years Ended December 31,
                                                          ------------------------
(Dollars in Millions)                                        2003   2002   2001
- ----------------------------------------------------------------------------------
                                                                  
Total interest and other financial charges ............      $350   $365   $422
Less--capitalized interest ............................       (15)   (21)   (17)
- ----------------------------------------------------------------------------------
                                                             $335   $344   $405
==================================================================================


The weighted average interest rate on short-term borrowings and commercial paper
outstanding at December 31, 2003 and 2002 was 6.81 and 1.23 percent,
respectively.

NOTE 7--INCOME TAXES

Income (loss) before taxes and cumulative effect of accounting change



                                                           Years Ended December 31,
                                                          -------------------------
(Dollars in Millions)                                       2003      2002    2001
- -----------------------------------------------------------------------------------
                                                                    
United States .........................................   $  925   $(1,262)  $(751)
Foreign ...............................................      715       317     329
- -----------------------------------------------------------------------------------
                                                          $1,640   $  (945)  $(422)
===================================================================================


Tax expense (benefit)



                                                          Years Ended December 31,
                                                          ------------------------
(Dollars in Millions)                                       2003    2002    2001
- ----------------------------------------------------------------------------------
                                                                  
United States .........................................     $ 98   $(894)  $(472)
Foreign ...............................................      198     169     149
- ----------------------------------------------------------------------------------
                                                            $296   $(725)  $(323)
==================================================================================




                                                          Years Ended December 31,
                                                          ------------------------
(Dollars in Millions)                                       2003    2002    2001
- ----------------------------------------------------------------------------------
                                                                  
Tax expense (benefit) consist of:
Current:
   United States ......................................    $(251)  $(175)  $ (47)
   State ..............................................       (1)     28      (1)
   Foreign ............................................      204     197     172
- ----------------------------------------------------------------------------------
                                                             (48)     50     124
- ----------------------------------------------------------------------------------
Deferred:
   United States ......................................      347    (679)   (336)
   State ..............................................        3     (68)    (88)
   Foreign ............................................       (6)    (28)    (23)
- ----------------------------------------------------------------------------------
                                                             344    (775)   (447)
- ----------------------------------------------------------------------------------
                                                           $ 296   $(725)  $(323)
==================================================================================




                                                          Years Ended December 31,
                                                          ------------------------
(Dollars in Millions)                                      2003    2002     2001
- ----------------------------------------------------------------------------------
                                                                  
The U.S. statutory federal income tax rate is
   reconciled to our effective income tax rate as
   follows:
   Statutory U.S. federal income tax rate .............    35.0%  (35.0)%  (35.0)%
   Taxes on foreign earnings over (under)
      U.S. tax rate (1) ...............................    (5.0)   10.0     15.3
   Asset basis differences ............................    (2.2)  (33.1)   (18.5)
   Nondeductible amortization .........................     1.9     2.4     13.4
   State income taxes(1) ..............................      .4    (2.6)    (9.3)
   Tax benefits on export sales .......................    (3.6)   (8.5)   (25.4)
   ESOP dividend tax benefit ..........................    (1.2)   (1.9)    (4.3)
   Tax credits ........................................    (1.0)   (1.5)    (7.7)
   Equity income ......................................     (.8)   (1.7)    (3.6)
   Redesignation of Friction Materials business
      from held for sale to held and used .............    (6.6)     --       --
   All other items--net ...............................     1.1    (4.8)    (1.5)
- ----------------------------------------------------------------------------------
                                                           18.0%  (76.7)%  (76.6)%
==================================================================================


(1)  Net of changes in valuation allowance.

Deferred tax assets (liabilities)



                                                                  December 31,
                                                                ---------------
(Dollars in Millions)                                             2003     2002
- -------------------------------------------------------------------------------
                                                                   
Deferred income taxes represent the future tax effects of
   transactions which are reported in different periods for
   tax and financial reporting purposes. The tax effects of
   temporary differences and tax carryforwards which give
   rise to future income tax benefits and payables are as
   follows:
   Property, plant and equipment basis differences ..........   $ (570)  $ (572)
   Postretirement benefits other than pensions and
     postemployment benefits ................................      707      781
   Investment and other asset basis differences .............     (215)     (69)
   Other accrued items ......................................      535      796
   Net operating losses .....................................      967      863
   U.S. net capital loss ....................................       --      196
   Tax credits ..............................................      373      253
   Undistributed earnings of subsidiaries ...................      (33)     (33)
   All other items--net .....................................       52       59
- -------------------------------------------------------------------------------
                                                                 1,816    2,274
   Valuation allowance ......................................     (299)    (191)
- -------------------------------------------------------------------------------
                                                                $1,517   $2,083
===============================================================================


The amount of federal tax net operating losses available for carryback or
carryforward at December 31, 2003 was $1.2 billion, including $311 million
generated in 2003. Also, included are $82 million of loss carryforwards that
were generated by certain subsidiaries prior to their acquisition and have
expiration dates through 2019. The use of pre-acquisition operating losses is
subject to limitations imposed by the Internal Revenue Code. We do not
anticipate that these limitations will


56






affect utilization of the carryforwards prior to their expiration. Various
subsidiaries have state tax net operating loss carryforwards of $4.4 billion at
December 31, 2003 with varying expiration dates through 2023. We also have
foreign net operating losses of $1.6 billion which are available to reduce
future income tax payments in several countries, subject to varying expiration
rules.

We have U.S. tax credit carryforwards of $160 million at December 31, 2003,
including carryforwards of $80 million with various expiration dates through
2023, and tax credits of $80 million which are not subject to expiration. In
addition, we have $213 million of foreign tax credits available for carryback or
carryforward at December 31, 2003 with varying expiration dates through 2008.

The valuation allowance was increased by $108, $80 and $47 million in 2003, 2002
and 2001, respectively. The increase in 2003 was primarily due to an increase in
foreign net operating losses that are not expected to be utilized. The increase
in 2002 was primarily due to foreign tax credits which are not expected to be
realized and state tax net operating loss carryforwards (net of federal impact)
which we believe will expire unutilized. The increase in 2001 was primarily due
to an increase in foreign net operating losses attributable to a Specialty
Materials business that are not expected to be utilized.

Honeywell has not provided for U.S. federal income and foreign withholding taxes
on $3.3 billion of undistributed earnings from non-U.S. operations as of
December 31, 2003. Such earnings are currently intended to be reinvested
indefinitely. It is not practicable to estimate the amount of tax that might be
payable if some or all of such earnings were to be remitted, and foreign tax
credits would be available to reduce or eliminate the resulting U.S. income tax
liability.

NOTE 8--EARNINGS (LOSS) PER SHARE

The following table sets forth the computations of basic and diluted earnings
(loss) per share:



(Dollars in Millions,
Except Per Share Amounts)                                  2003                          2002
- -------------------------------------------------------------------------------------------------------
                                                                 Assuming                      Assuming
                                                    Basic        Dilution          Basic       Dilution
- -------------------------------------------------------------------------------------------------------
                                                                               
Income (loss)
Income (loss) before cumulative effect of
   accounting change .....................   $      1,344   $       1,344   $       (220)  $       (220)
Cumulative effect of accounting change ...            (20)            (20)            --             --
- -------------------------------------------------------------------------------------------------------
Net income (loss) ........................   $      1,324   $       1,324   $       (220)  $       (220)
=======================================================================================================
Average shares
Average shares outstanding ...............    860,671,264     860,671,264    820,292,870    820,292,870
Dilutive securities issuable in connection
   with stock plans ......................             --       1,423,992             --             --
- -------------------------------------------------------------------------------------------------------
Total average shares .....................    860,671,264     862,095,256    820,292,870    820,292,870
=======================================================================================================
Earnings (loss) per share of common stock
Income (loss) before cumulative effect
   of accounting change ..................   $       1.56   $        1.56   $      (0.27)  $      (0.27)
Cumulative effect of accounting change ...          (0.02)          (0.02)            --             --
- -------------------------------------------------------------------------------------------------------
Net income (loss) ........................   $       1.54   $        1.54   $      (0.27)  $      (0.27)
=======================================================================================================


(Dollars in Millions,
Except Per Share Amounts)                                 2001
- ------------------------------------------------------------------------
                                                                Assuming
                                                    Basic       Dilution
- ------------------------------------------------------------------------
                                                      
Income (loss)
Income (loss) before cumulative effect of
   accounting change .....................   $        (99)  $        (99)
Cumulative effect of accounting change ...             --             --
- ------------------------------------------------------------------------
Net income (loss) ........................   $        (99)  $        (99)
========================================================================
Average shares
Average shares outstanding ...............    812,273,417    812,273,417
Dilutive securities issuable in connection
   with stock plans ......................             --             --
- ------------------------------------------------------------------------
Total average shares .....................    812,273,417    812,273,417
========================================================================
Earnings (loss) per share of common stock
Income (loss) before cumulative effect
   of accounting change ..................   $      (0.12)  $      (0.12)
Cumulative effect of accounting change ...             --             --
- ------------------------------------------------------------------------
Net income (loss) ........................   $      (0.12)  $      (0.12)
========================================================================


In 2003, the diluted earnings per share calculation excludes the effect of stock
options when the options' exercise prices exceed the average market price of the
common shares during the period. In 2003, the number of stock options not
included in the computation was 41,908,964. These stock options were outstanding
at the end of 2003. As a result of the net loss for 2002 and 2001, 2,527,229 and
4,269,601, respectively, of dilutive securities issuable in connection with
stock plans have been excluded from the diluted loss per share calculations
because their effect would reduce the loss per share.

NOTE 9--ACCOUNTS, NOTES AND OTHER RECEIVABLES



                                                                   December 31,
                                                                  -------------
(Dollars in Millions)                                             2003     2002
- -------------------------------------------------------------------------------
                                                                   
Trade .......................................................   $3,230   $3,064
Other .......................................................      563      347
- -------------------------------------------------------------------------------
                                                                 3,793    3,411
Less--Allowance for doubtful accounts .......................     (150)    (147)
- -------------------------------------------------------------------------------
                                                                $3,643   $3,264
===============================================================================


We sell interests in designated pools of trade accounts receivables to third
parties. The sold receivables are over-


                                                                              57






collateralized by $174 million at December 31, 2003 and we retain a subordinated
interest in the pool of receivables representing that over-collateralization as
well as an undivided interest in the balance of the receivables pools. New
receivables are sold under the agreement as previously sold receivables are
collected. Losses are recognized when our interest in the receivables are sold.
The retained interests in the receivables are shown at the amounts expected to
be collected by us, and such carrying value approximates the fair value of our
retained interests. We are compensated for our services in the collection and
administration of the receivables.



                                                                    December 31,
                                                                   -------------
(Dollars in Millions)                                              2003    2002
- --------------------------------------------------------------------------------
                                                                    
Designated pools of trade receivables ......................       $995   $ 911
Interest sold to third parties .............................       (500)   (500)
- --------------------------------------------------------------------------------
Retained interest ..........................................       $495   $ 411
================================================================================


Losses on sales of receivables were $7, $10 and $22 million in 2003, 2002 and
2001, respectively. No credit losses were incurred during those years.

NOTE 10--INVENTORIES



                                                                  December 31,
                                                                ---------------
(Dollars in Millions)                                            2003      2002
- --------------------------------------------------------------------------------
                                                                   
Raw materials ..............................................   $  972    $  936
Work in process ............................................      802       804
Finished products ..........................................    1,311     1,361
- --------------------------------------------------------------------------------
                                                                3,085     3,101
Less--Progress payments ....................................      (20)      (28)
    --Reduction to LIFO cost basis .........................     (126)     (120)
- --------------------------------------------------------------------------------
                                                               $2,939    $2,953
================================================================================


Inventories valued at LIFO amounted to $144 and $146 million at December 31,
2003 and 2002, respectively. Had such LIFO inventories been valued at current
costs, their carrying values would have been approximately $126 and $120 million
higher at December 31, 2003 and 2002, respectively.

NOTE 11--INVESTMENTS AND LONG-TERM RECEIVABLES



                                                                    December 31,
                                                                    ------------
(Dollars in Millions)                                                2003   2002
- --------------------------------------------------------------------------------
                                                                      
Investments .....................................................    $181   $160
Long-term receivables ...........................................     388    464
- --------------------------------------------------------------------------------
                                                                     $569   $624
================================================================================


There were no equity securities classified as available-for-sale at December 31,
2003 and 2002.

NOTE 12--PROPERTY, PLANT AND EQUIPMENT



                                                                   December 31,
                                                                 ---------------
(Dollars in Millions)                                            2003      2002
- --------------------------------------------------------------------------------
                                                                  
Land and improvements .....................................   $   335   $   297
Machinery and equipment ...................................     9,011     8,646
Buildings and improvements ................................     1,964     1,836
Construction in progress ..................................       435       378
- --------------------------------------------------------------------------------
                                                               11,745    11,157
Less--Accumulated depreciation
   and amortization .......................................    (7,450)   (7,102)
- --------------------------------------------------------------------------------
                                                              $ 4,295   $ 4,055
================================================================================


Depreciation expense was $595, $671 and $724 million in 2003, 2002 and 2001,
respectively.

NOTE 13--GOODWILL AND OTHER INTANGIBLES--NET

The change in the carrying amount of goodwill for the year ended December 31,
2003 by reportable segment is as follows:



                                                                                      Currency
                                      December 31,                                 Translation     December 31,
(Dollars in Millions)                         2002   Acquisitions   Divestitures    Adjustment            2003
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
Aerospace ...........................       $1,644           $ --           $ (3)          $--          $1,641
Automation and Control Solutions ....        2,678            136             --            18           2,832
Specialty Materials .................          849              5            (89)           16             781
Transportation Systems ..............          527             --             --             8             535
- ---------------------------------------------------------------------------------------------------------------
                                            $5,698           $141           $(92)          $42          $5,789
===============================================================================================================


Intangible assets are comprised of:



                                                              December 31, 2003                    December 31, 2002
                                                      -----------------------------------------------------------------------
                                                        Gross                       Net      Gross                       Net
                                                     Carrying    Accumulated   Carrying   Carrying    Accumulated   Carrying
(Dollars in Millions)                                  Amount   Amortization     Amount     Amount   Amortization     Amount
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Intangible assets with determinable lives:
   Investments in Aerospace customer incentives ...    $  860          $(141)    $  719      $ 769          $(107)    $  662
   Patents and trademarks .........................       425           (295)       130        411           (286)       125
   Other ..........................................       398           (186)       212        433           (183)       250
- -----------------------------------------------------------------------------------------------------------------------------
                                                        1,683           (622)     1,061      1,613           (576)     1,037
- -----------------------------------------------------------------------------------------------------------------------------
Trademark with indefinite life ....................        46             (9)        37         46             (9)        37
- -----------------------------------------------------------------------------------------------------------------------------
                                                       $1,729          $(631)    $1,098     $1,659          $(585)    $1,074
=============================================================================================================================



58






Intangible assets amortization expense was $66, $59 and $56 million in 2003,
2002 and 2001, respectively. Estimated intangible assets amortization expense
for each of the five succeeding years approximates $70 million.

In accordance with SFAS No. 142, prior year amounts were not restated to adjust
for the amortization of goodwill. A reconciliation of the previously reported
net (loss) and (loss) per share to the amounts adjusted for the reduction of
amortization expense, net of the related income tax effect, is as follows:



                                                                   Year Ended
(Dollars in Millions,                                             December 31,
Except Per Share Amounts)                                                2001
- --------------------------------------------------------------------------------
                                                                    
Net Income (Loss)
Reported net (loss) .............................................      $  (99)
Amortization adjustment .........................................         196
- --------------------------------------------------------------------------------
Adjusted net income .............................................      $   97
================================================================================
Earnings (loss) per share of common stock--basic
Reported (loss) per share--basic ................................      $(0.12)
Amortization adjustment .........................................        0.24
- --------------------------------------------------------------------------------
Adjusted earnings per share--basic ..............................      $ 0.12
================================================================================
Earnings (loss) per share of common stock--assuming dilution
Reported (loss) per share--assuming dilution ....................      $(0.12)
Amortization adjustment .........................................        0.24
- --------------------------------------------------------------------------------
Adjusted earnings per share--assuming dilution ..................      $ 0.12
================================================================================


NOTE 14--ACCRUED LIABILITIES



                                                                    December 31,
                                                                  --------------
(Dollars in Millions)                                              2003     2002
- --------------------------------------------------------------------------------
                                                                    
Compensation and benefit costs ...............................   $  386   $  440
Customer advances ............................................      516      458
Income taxes .................................................      145       38
Environmental costs ..........................................       90       75
Asbestos related liabilities .................................      730      741
Severance ....................................................      171      325
Product warranties and performance guarantees ................      242      179
Other ........................................................    2,064    2,147
- --------------------------------------------------------------------------------
                                                                 $4,344   $4,403
================================================================================


NOTE 15--LONG-TERM DEBT AND CREDIT AGREEMENTS



                                                                    December 31,
                                                                  --------------
(Dollars in Millions)                                              2003     2002
- --------------------------------------------------------------------------------
                                                                    
6.875% notes due 2005 ........................................   $  750   $  750
5.25% notes due 2006 .........................................      339      282
8 5/8% debentures due 2006 ...................................      100      100
5 1/8% notes due 2006 ........................................      500      500
7.0% notes due 2007 ..........................................      350      350
7 1/8% notes due 2008 ........................................      200      200
6.20% notes due 2008 .........................................      200      200
Zero coupon bonds and money multiplier notes, 13.0%-14.26%,
   due 2009 ..................................................      100      100
Floating rate notes due 2009-2011 ............................      267       --
7.50% notes due 2010 .........................................    1,000    1,000
6 1/8% notes due 2011 ........................................      500      500
Industrial development bond obligations, 4.40%-6.75%,
   maturing at various dates through 2037 ....................       66       86
6 5/8% debentures due 2028 ...................................      216      216
9.065% debentures due 2033 ...................................       51       51
Other (including capitalized leases), 1.83%-9.5%, maturing
   at various dates through 2016 .............................      322      384
- --------------------------------------------------------------------------------
                                                                 $4,961   $4,719
================================================================================


The schedule of principal payments on long-term debt is as follows:



                                                               At December 31,
(Dollars in Millions)                                                    2003
- --------------------------------------------------------------------------------
                                                                   
2004 .........................................................         $   47
2005 .........................................................            928
2006 .........................................................            955
2007 .........................................................            357
2008 .........................................................            401
Thereafter ...................................................          2,320
- --------------------------------------------------------------------------------
                                                                        5,008
Less--current portion ........................................            (47)
- --------------------------------------------------------------------------------
                                                                       $4,961
================================================================================


We maintain $2.3 billion of bank revolving credit facilities with a group of
banks, arranged by Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc., comprised of: (a) a $1.3 billion Five-Year Credit Agreement, with a $300
million letter of credit sub-limit and (b) a $1 billion 364-Day Credit
Agreement. The credit agreements are maintained for general corporate purposes,
including support for the issuance of commercial paper. The Five-Year Credit
Agreement was increased in November 2003 from $1 billion to $1.3 billion with
the addition of a $300 million sub-limit for the potential issuance of letters
of credit.


                                                                              59






Neither of the credit agreements restricts our ability to pay dividends and
neither contains financial covenants. The failure to comply with customary
conditions or the occurrence of customary events of default contained in the
credit agreements would prevent any further borrowings and would generally
require the repayment of any outstanding borrowings under such credit
agreements. Such events of default include: (a) non-payment of credit agreement
debt, interest or fees; (b) non-compliance with the terms of the credit
agreement covenants; (c) cross-default to other debt in certain circumstances;
(d) bankruptcy; and (e) defaults upon obligations under Employee Retirement
Income Security Act. Additionally, each of the banks has the right to terminate
its commitment to lend additional funds or issue additional letters of credit
under the credit agreements if any person or group acquires beneficial ownership
of 30 percent or more of our voting stock, or, during any 12-month period,
individuals who were directors of Honeywell at the beginning of the period cease
to constitute a majority of the Board of Directors (the Board).

Loans under the Five-Year Credit Agreement are required to be repaid no later
than November 26, 2008. We have agreed to pay a facility fee of 0.08 percent per
annum on the aggregate commitment for the Five-Year Credit Agreement.

Interest on borrowings under the Five-Year Credit Agreement would be determined,
at Honeywell's option, by (a) an auction bidding procedure; (b) the highest of
the floating base rate publicly announced by Citibank, N.A., 0.5 percent above
the average CD rate, or 0.5 percent above the Federal funds rate; or (c) the
Eurocurrency rate plus 0.22 percent (applicable margin).

The commitments under the 364-Day Credit Agreement terminate on November 24,
2004. If the credit facility is drawn, any outstanding balance on November 24,
2004 may be converted to a one-year term loan at our option. We have agreed to
pay a facility fee of 0.06 percent per annum on the aggregate commitment for the
364-Day Credit Agreement.

Interest on borrowings under the 364-Day Credit Agreement would be determined,
at Honeywell's option, by (a) an auction bidding procedure; (b) the highest of
the floating base rate publicly announced by Citibank, N.A., 0.5 percent above
the average CD rate, or 0.5 percent above the Federal funds rate; or (c) the
Eurocurrency rate plus 0.24 percent (applicable margin). The applicable margin
on and after the term loan conversion is 0.60 percent.

The facility fee, the applicable margin over the Eurocurrency rate on both the
Five-Year Credit Agreement and the 364-Day Credit Agreement, and the letter of
credit issuance fee in the Five-Year Credit Agreement, are subject to change,
based upon a grid determined by our long-term debt ratings. Neither credit
agreement is subject to termination based upon a decrease in our debt ratings or
a material adverse change.

NOTE 16--LEASE COMMITMENTS

Future minimum lease payments under operating leases having initial or remaining
noncancellable lease terms in excess of one year are as follows:



                                                               At December 31,
(Dollars in Millions)                                                     2003
- --------------------------------------------------------------------------------
                                                                   
2004 .........................................................          $  274
2005 .........................................................             207
2006 .........................................................             144
2007 .........................................................             106
2008 .........................................................             103
Thereafter ...................................................             208
- --------------------------------------------------------------------------------
                                                                        $1,042
================================================================================


We have entered into agreements to lease land, equipment and buildings.
Principally all our operating leases have initial terms of up to 25 years, and
some contain renewal options subject to customary conditions. At any time during
the terms of some of our leases, we may at our option purchase the leased assets
for amounts that approximate fair value. At December 31, 2003, we were leasing
aircraft on which we provided residual value guarantees on the leased assets of
approximately $24 million. We do not expect that any of our commitments under
the lease agreements will have a material adverse effect on our consolidated
results of operations, financial position or liquidity.

Rent expense was $314, $274 and $321 million in 2003, 2002 and 2001,
respectively.

NOTE 17--FINANCIAL INSTRUMENTS

As a result of our global operating and financing activities, we are exposed to
market risks from changes in interest and foreign currency exchange rates and
commodity prices, which may adversely affect our operating results and
financial position. We minimize our risks from interest and foreign currency
exchange rate and commodity price fluctuations through our normal operating
and financing activities and, when deemed appropriate, through the use of
derivative financial instruments.

Credit and Market Risk

Financial instruments, including derivatives, expose us to counterparty credit
risk for nonperformance and to market risk related to changes in interest or
currency exchange rates. We manage our exposure to counterparty credit risk
through specific minimum credit standards, diversification of counter parties,
and procedures to monitor concentrations of credit risk. Our counterparties are
substantial investment and commercial banks with significant experience using
such derivative instruments. We monitor the impact of market risk on the fair
value and cash flows of our derivative and other financial instruments
considering reasonably possible changes in interest and currency exchange rates
and restrict the use of derivative financial instruments to hedging activities.
We do not use derivative financial instruments for trading or other speculative
purposes and do not use leveraged derivative financial instruments.


60






We continually monitor the creditworthiness of our customers to which we grant
credit terms in the normal course of business. While concentrations of credit
risk associated with our trade accounts and notes receivable are considered
minimal due to our diverse customer base, a significant portion of our customers
are in the commercial air transport industry (aircraft manufacturers and
airlines) accounting for approximately 12 percent of our consolidated sales in
2003. Following the abrupt downturn in the aviation industry after the terrorist
attacks on September 11, 2001 and the already weak economy, we modified terms
and conditions of our credit sales to mitigate or eliminate concentrations of
credit risk with any single customer. Our sales are not materially dependent on
a single customer or a small group of customers.

Foreign Currency Risk Management

We conduct our business on a multinational basis in a wide variety of foreign
currencies. Our exposure to market risk for changes in foreign currency exchange
rates arises from international financing activities between subsidiaries,
foreign currency denominated monetary assets and liabilities and anticipated
transactions arising from international trade. Our objective is to preserve the
economic value of cash flows in non-functional currencies. We attempt to have
all transaction exposures hedged with natural offsets to the fullest extent
possible and, once these opportunities have been exhausted, through foreign
currency forward and option agreements with third parties. Our principal
currency exposures relate to the Euro, the British pound, the Canadian dollar,
and the U.S. dollar.

We hedge monetary assets and liabilities denominated in foreign currencies.
Prior to conversion into U.S dollars, these assets and liabilities are
remeasured at spot exchange rates in effect on the balance sheet date. The
effects of changes in spot rates are recognized in earnings and included in
Other (Income) Expense. We hedge our exposure to changes in foreign exchange
rates principally with forward contracts. Forward contracts are marked-to-market
with the resulting gains and losses similarly recognized in earnings offsetting
the gains and losses on the foreign currency denominated monetary assets and
liabilities being hedged.

We partially hedge forecasted 2004 sales and purchases denominated in foreign
currencies with currency forward contracts. When the dollar strengthens against
foreign currencies, the decline in value of forecasted foreign currency cash
inflows (sales) or outflows (purchases) is partially offset by the recognition
of gains (sales) and losses (purchases), respectively, in the value of the
forward contracts designated as hedges. Conversely, when the dollar weakens
against foreign currencies, the increase in value of forecasted foreign currency
cash inflows (sales) or outflows (purchases) is partially offset by the
recognition of losses (sales) and gains (purchases), respectively, in the value
of the forward contracts designated as hedges. Market value gains and losses on
these contracts are recognized in earnings when the hedged transaction is
recognized. All open forward contracts mature by December 31, 2004.

At December 31, 2003 and 2002, we had contracts with notional amounts of $641
and $1,203 million, respectively, to exchange foreign currencies, principally in
the Euro countries and Great Britain.

Commodity Price Risk Management

Our exposure to market risk for commodity prices arises from changes in our cost
of production. We mitigate our exposure to commodity price risk through the use
of long-term, firm-price contracts with our suppliers and forward commodity
purchase agreements with third parties hedging anticipated purchases of several
commodities (principally natural gas). Forward commodity purchase agreements
are marked-to-market, with the resulting gains and losses recognized in earnings
when the hedged transaction is recognized.

Interest Rate Risk Management

We use a combination of financial instruments, including medium-term and
short-term financing, variable-rate commercial paper, and interest rate swaps
to manage the interest rate mix of our total debt portfolio and related overall
cost of borrowing. At December 31, 2003 and 2002, interest rate swap agreements
designated as fair value hedges effectively changed $1,189 and $1,132 million,
respectively, of fixed rate debt at an average rate of 6.45 and 6.51 percent,
respectively, to LIBOR based floating rate debt. Our interest rate swaps mature
through 2007.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, trade accounts and notes
receivables, payables, commercial paper and short-term borrowings contained in
the Consolidated Balance Sheet approximates fair value. Summarized below are the
carrying values and fair values of our other financial instruments at December
31, 2003 and 2002. The fair values are based on the quoted market prices for the
issues (if traded), current rates offered to us for debt of the same remaining
maturity and characteristics, or other valuation techniques, as appropriate.


                                                                              61








                                           December 31,         December 31,
                                               2003                 2002
                                       -------------------   ------------------
                                       Carrying       Fair    Carrying      Fair
(Dollars in Millions)                     Value      Value       Value     Value
- -------------------------------------------------------------------------------
                                                            
Assets
   Long-term receivables ............   $   388    $   369     $   464   $   443
   Interest rate swap
      agreements ....................        67         67          76        76
   Foreign currency exchange
      contracts .....................        12         12           8         8
   Forward commodity
      contracts .....................        18         18           5         5
Liabilities
   Long-term debt and related
      current maturities
      (excluding capitalized
      leases) .......................   $(4,992)   $(5,508)    $(4,812)  $(5,261)
   Foreign currency exchange
      contracts .....................       (11)       (11)        (16)      (16)
=================================================================================


NOTE 18--CAPITAL STOCK

We are authorized to issue up to 2,000,000,000 shares of common stock, with a
par value of one dollar. Common shareowners are entitled to receive such
dividends as may be declared by the Board, are entitled to one vote per share,
and are entitled, in the event of liquidation, to share ratably in all the
assets of Honeywell which are available for distribution to the common
shareowners. Common shareowners do not have preemptive or conversion rights.
Shares of common stock issued and outstanding or held in the treasury are not
liable to further calls or assessments. There are no restrictions on us relative
to dividends or the repurchase or redemption of common stock.

In November 2003, Honeywell announced its intention to repurchase sufficient
outstanding shares of its common stock to offset the dilutive impact of employee
stock based compensation plans, including future option exercises, restricted
unit vesting and matching contributions under our savings plans. During 2003, we
repurchased 1.9 million shares of our common stock for $62 million in connection
with our share repurchase program.

We are authorized to issue up to 40,000,000 shares of preferred stock, without
par value, and can determine the number of shares of each series, and the
rights, preferences and limitations of each series. At December 31, 2003, there
was no preferred stock outstanding.

NOTE 19--OTHER NONOWNER CHANGES IN SHAREOWNERS' EQUITY

Total nonowner changes in shareowners' equity are included in the Consolidated
Statement of Shareowners' Equity. The changes in Accumulated Other Nonowner
Changes are as follows:



                                                                         After-
(Dollars in Millions)                                    Pretax     Tax     Tax
- --------------------------------------------------------------------------------
                                                                 
YEAR ENDED DECEMBER 31, 2003
Foreign exchange translation adjustments .............   $  551   $  --   $ 551
Change in fair value of effective cash flow hedges ...       --      --      --
Minimum pension liability adjustment .................      604    (235)    369
- --------------------------------------------------------------------------------
                                                         $1,155   $(235)  $ 920
================================================================================
Year ended December 31, 2002
Foreign exchange translation adjustments .............   $  310   $  --   $ 310
Change in fair value of effective cash flow hedges ...       35     (13)     22
Minimum pension liability adjustment .................     (956)    350    (606)
- --------------------------------------------------------------------------------
                                                         $ (611)  $ 337   $(274)
================================================================================
Year ended December 31, 2001
Unrealized losses on securities available-for-sale ...   $   (4)  $   1   $  (3)
Reclassification adjustment for losses on securities
   available-for-sale included in net income .........       --      --      --
- --------------------------------------------------------------------------------
Net unrealized losses arising during the year ........       (4)      1      (3)
Foreign exchange translation adjustments .............      (51)     --     (51)
Change in fair value of effective cash flow hedges ...       (8)      3      (5)
Minimum pension liability adjustment .................      (78)     31     (47)
- --------------------------------------------------------------------------------
                                                         $ (141)  $  35   $(106)
================================================================================


The components of Accumulated Other Nonowner Changes are as follows:



                                                              December 31,
                                                        -----------------------
(Dollars in Millions)                                    2003      2002    2001
- -------------------------------------------------------------------------------
                                                                 
Cumulative foreign exchange
   translation adjustments ..........................   $ 138   $  (413)  $(723)
Fair value of effective cash flow
   hedges ...........................................      17        17      (5)
Minimum pension liability ...........................    (344)     (713)   (107)
- -------------------------------------------------------------------------------
                                                        $(189)  $(1,109)  $(835)
===============================================================================

62






NOTE 20--STOCK-BASED COMPENSATION PLANS

We have stock plans available to grant incentive stock options, non-qualified
stock options and stock appreciation rights to officers and employees.

Fixed Stock Options

The exercise price, term and other conditions applicable to each option granted
under the stock plans are generally determined by the Management Development and
Compensation Committee of the Board. The options are granted at a price equal to
our stock's fair market value on the date of grant. The options generally become
exercisable over a three-year period and expire after ten years.

The following table summarizes information about stock option activity for the
three years ended December 31, 2003:



                                                                        Weighted
                                                                         Average
                                                            Number of   Exercise
                                                              Options      Price
- --------------------------------------------------------------------------------
                                                                   
Outstanding at December 31, 2000 .......................   46,000,324     $40.36
   Granted .............................................   15,479,120      36.23
   Exercised ...........................................   (3,121,867)     21.49
   Lapsed or canceled ..................................   (4,477,952)     51.24
- --------------------------------------------------------------------------------
Outstanding at December 31, 2001 .......................   53,879,625      39.37
   Granted .............................................    2,996,005      33.61
   Exercised ...........................................   (1,692,005)     18.15
   Lapsed or canceled ..................................   (3,168,916)     43.14
- --------------------------------------------------------------------------------
Outstanding at December 31, 2002 .......................   52,014,709      39.50
   Granted .............................................    9,372,850      23.70
   Exercised ...........................................   (2,361,930)     18.34
   Lapsed or canceled ..................................   (4,735,283)     39.58
- --------------------------------------------------------------------------------
OUTSTANDING AT DECEMBER 31, 2003 .......................   54,290,346      37.68
================================================================================


There were 38,179,208 and 30,142,728 options exercisable at weighted average
exercise prices of $39.58 and $37.66 at December 31, 2002 and 2001,
respectively. There were 27,942,430 shares available for future grants under the
terms of our stock option plans at December 31, 2003.

Restricted Stock Units

Restricted stock unit (RSU) awards entitle the holder to receive one share of
common stock for each unit when the units vest. RSU's are issued to certain key
employees as compensation and as incentives tied directly to the achievement of
certain performance objectives.

RSU's issued were 1,578,000, 1,777,700 and 186,500 in 2003, 2002 and 2001,
respectively. There were 3,103,513, 2,342,960 and 1,580,091 RSU's outstanding,
with a weighted average grant date fair value per share of $30.10, $37.12 and
$43.49 at December 31, 2003, 2002 and 2001, respectively.

Non-Employee Directors' Plan

We also have a Stock Plan for Non-Employee Directors (Directors' Plan) under
which restricted shares and options are granted. Each new director receives a
one-time grant of 3,000 shares of common stock, subject to specific
restrictions.

The Directors' Plan also provides for an annual grant to each director of
options to purchase 5,000 shares of common stock at the fair market value on the
date of grant. We have set aside 450,000 shares for issuance under the
Directors' Plan. Options generally become exercisable over a three-year period
and expire after ten years.

The following table summarizes information about stock options outstanding at
December 31, 2003:



                                  Options Outstanding            Options Exercisable
                           ---------------------------------   -----------------------
                                                    Weighted                  Weighted
                                         Weighted    Average                   Average
                                Number    Average   Exercise         Number   Exercise
Range of exercise prices   Outstanding   Life (1)      Price    Exercisable      Price
- --------------------------------------------------------------------------------------
                                                                
$16.85-$29.86 ..........    14,485,978        6.4     $22.96      5,239,428     $21.88
$30.14-$39.94 ..........    22,320,901        6.4      36.07     17,889,850      36.24
$40.02-$49.97 ..........     9,750,354        5.0      43.46      9,687,249      43.48
$50.13-$66.73 ..........     7,733,113        5.9      62.62      7,730,713      62.62
- --------------------------------------------------------------------------------------
                            54,290,346        6.1      37.68     40,547,240      41.14
======================================================================================


(1)  Average remaining contractual life in years.


                                                                              63






NOTE 21--COMMITMENTS AND CONTINGENCIES

Shareowner Litigation

Honeywell and three of its former officers are defendants in a class action
lawsuit filed in the United States District Court for the District of New
Jersey. Plaintiffs allege, among other things, that the defendants violated
federal securities laws by purportedly making false and misleading statements
and by failing to disclose material information concerning Honeywell's financial
performance, thereby allegedly causing the value of Honeywell's stock to be
artificially inflated. The Court has certified a class consisting of all
purchasers of Honeywell stock between December 20, 1999 and June 19, 2000.
Discovery is ongoing. Although we continue to believe that the allegations in
this matter are without merit, we are engaged in mediation with the plaintiffs
in an effort to resolve the matter without resorting to a trial. While we cannot
be certain that the parties will be able to resolve the matter through
mediation, a provision has been made in our financial statements regarding a
potential settlement. Although it is not possible at this time to predict the
outcome of this matter, we expect to prevail if the parties are unable to
resolve this litigation through mediation. However, an adverse outcome could be
material to our consolidated financial position or results of operations.

ERISA Class Action Lawsuit

Honeywell and several of its current and former officers and directors are
defendants in a purported class action lawsuit filed in the United States
District Court for the District of New Jersey. The complaint principally alleges
that the defendants breached their fiduciary duties to participants in the
Honeywell Savings and Ownership Plan (the "Savings Plan") by purportedly making
false and misleading statements, failing to disclose material information
concerning Honeywell's financial performance, and failing to diversify the
Savings Plan's assets and monitor the prudence of Honeywell stock as a Savings
Plan investment. In September 2003, Honeywell filed a motion to dismiss this
matter.

Although it is not possible at this time to predict the outcome of this matter,
we believe that the allegations in this matter are without merit and we expect
to prevail. An adverse litigation outcome could, however, be material to our
consolidated financial position or results of operations. As a result of the
uncertainty regarding the outcome of this matter, no provision has been made in
our financial statements with respect to this contingent liability.

Environmental Matters

We are subject to various federal, state and local government requirements
relating to the protection of the environment. We believe that, as a general
matter, our policies, practices and procedures are properly designed to prevent
unreasonable risk of environmental damage and personal injury and that our
handling, manufacture, use and disposal of hazardous or toxic substances are in
accord with environmental and safety laws and regulations. However, mainly
because of past operations and operations of predecessor companies, we, like
other companies engaged in similar businesses, have incurred remedial response
and voluntary cleanup costs for site contamination and are a party to lawsuits
and claims associated with environmental and safety matters, including past
production of products containing toxic substances. Additional lawsuits, claims
and costs involving environmental matters are likely to continue to arise in the
future.

With respect to environmental matters involving site contamination, we
continually conduct studies, individually at our owned sites, and jointly as a
member of industry groups at non-owned sites, to determine the feasibility of
various remedial techniques to address environmental matters. It is our policy
to record appropriate liabilities for environmental matters when environmental
assessments are made or remedial efforts or damage claim payments are probable
and the costs can be reasonably estimated. With respect to site contamination,
the timing of these accruals is generally no later than the completion of
feasibility studies. We expect to fund expenditures for these matters from
operating cash flow. The timing of cash expenditures depends on a number of
factors, including the timing of litigation and settlements of personal injury
and property damage claims, regulatory approval of cleanup projects, remedial
techniques to be utilized and agreements with other parties.

Although we do not currently possess sufficient information to reasonably
estimate the amounts of liabilities to be recorded upon future completion of
studies, litigation or settlements, and neither the timing nor the amount of the
ultimate costs associated with environmental matters can be determined, they
could be material to our consolidated results of operations or operating cash
flows in the periods recognized or paid. However, considering our past
experience and existing reserves, we do not expect that these environmental
matters will have a material adverse effect on our consolidated financial
position.

In the matter entitled Interfaith Community Organization, et al. v. Honeywell
International Inc., et al., the United States District Court for the District of
New Jersey held in May 2003 that a predecessor Honeywell site located in Jersey
City, New Jersey constituted an imminent and substantial endangerment and
ordered Honeywell to conduct the excavation and transport for offsite disposal
of approximately one million tons of chromium residue present at the site.
Honeywell strongly disagrees with the Court's determinations and has appealed
the Court's deci-


64






sion to the Third Circuit Court of Appeals. Per the Appeals Court's order, the
parties are engaged in mediation. In October 2003, the District Court denied
Honeywell's motion for a stay of certain aspects of its May 2003 order, and we
are considering whether to appeal such ruling. The site at issue is one of
twenty-one sites located in Jersey City, New Jersey which are the subject of an
Administrative Consent Order (ACO) entered into with the New Jersey Department
of Environmental Protection (NJDEP) in 1993. Under the ACO, Honeywell agreed to
study and remediate these sites in accordance with NJDEP's directions, provided
that the total costs of such studies and remediation do not exceed $60 million.
Honeywell has cooperated with the NJDEP under the ACO and believes that
decisions regarding site cleanups should be made by the NJDEP under the ACO. We
are confident that proceeding under the ACO will ensure a safe remediation and
allow the property to be placed back into productive use much faster and at a
cost significantly less than the remedies required by the Court's order. We have
not completed development of a remedial action plan for the excavation and
offsite disposal directed under the Court's order and therefore are unable to
estimate the cost of such actions. At trial, plaintiff's expert testified that
the excavation and offsite disposal cost might be $400 million. However, there
are significant variables in the implementation of the Court's order and
depending on the method of implementation chosen, the estimate could increase
or decrease. Prior to 2003, provisions were made in our financial statements as
to remedial costs consistent with the ACO and during the three months ended
June 30, 2003 we provided for additional costs which are likely to be incurred
during the pendency of our appeal, which provisions do not assume excavation and
offsite removal of chromium from the site. There are alternative outcomes and
remedies beyond the scope of the ACO that could result from the remanding,
reversal or replacement of the Court's decision and order. At this time, we
can neither identify a probable alternative outcome nor reasonably estimate
the cost of an alternative remedy. Although we expect the Court's decision and
order to be remanded, reversed or replaced, should the remedies prescribed in
the Court's decision and order ultimately be upheld, such outcome could have a
material adverse impact on our consolidated results of operations or operating
cash flows in the periods recognized or paid. We do not expect that this matter
will have a material adverse effect on our consolidated financial position.

In accordance with a 1992 consent decree with the State of New York, Honeywell
is studying environmental conditions in and around Onondaga Lake (the Lake), in
Syracuse, New York. The purpose of the study is to identify, evaluate and
propose remedial measures that can be taken to remedy historic industrial
contamination in the Lake. A predecessor company to Honeywell operated a
chemical plant which is alleged to have contributed mercury and other
contaminants to the Lake and certain surrounding areas. In May 2003, Honeywell
submitted to the New York State Department of Environmental Conservation (DEC) a
draft Feasibility Study for the Lake and certain surrounding areas. In November
2003, the DEC issued formal comments on the Feasibility Study. Those comments
include a request for further evaluation of remedies for the Lake and
surrounding areas. Accordingly, pursuant to the consent decree, Honeywell is
required to submit a revised Feasibility Study on or before May 3, 2004.
Provisions have been made in our financial statements based on our expected
revisions to our Feasibility Study. We do not expect that this matter will have
a material adverse effect on our consolidated financial position. However,
should the DEC ultimately require a substantially more extensive remedy than
that expected to be proposed in the revised Feasibility Study and should
Honeywell agree to undertake such a remedy, such outcome could have a material
adverse impact on our consolidated results of operations and operating cash
flows in the periods recognized or paid.

During 2003, three incidents occurred at Honeywell's Baton Rouge, Louisiana
chemical plant including a release of chlorine, a release of antimony
pentachloride which resulted in an employee fatality, and an employee exposure
to hydrofluoric acid. As a result of these incidents, the United States
Environmental Protection Agency (USEPA), Occupational Health and Safety
Administration (OSHA), the Chemical Safety Board and state and local agencies
commenced investigations. A number of potential government claims have been
settled, including a $110,000 penalty paid to OSHA for citations arising from
the incidents. The USEPA and Chemical Safety Board investigations are ongoing
however no charges have been filed or claims asserted. Honeywell has been served
with several civil lawsuits. We do not expect that these matters will have a
material adverse effect on our consolidated financial position, consolidated
results of operations or operating cash flows.

Asbestos Matters

Like many other industrial companies, Honeywell is a defendant in personal
injury actions related to asbestos. We did not mine or produce asbestos, nor did
we make or sell insulation products or other construction materials that have
been identified as the primary cause of asbestos related disease in the vast
majority of claimants. Products containing asbestos previously manufactured by
Honeywell or by previously owned subsidiaries fall into two general categories;
refractory products and friction products.


                                                                              65






Refractory Products

Honeywell owned NARCO from 1979 to 1986. NARCO produced refractory products
(high temperature bricks and cement) which were sold largely to the steel
industry in the East and Midwest. Less than 2 percent of NARCO's products
contained asbestos.

When we sold the NARCO business in 1986, we agreed to indemnify NARCO with
respect to personal injury claims for products that had been discontinued prior
to the sale (as defined in the sale agreement). NARCO retained all liability for
all other claims. NARCO had resolved approximately 176,000 claims through
January 4, 2002, the date NARCO filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, at an average cost per claim of two thousand two hundred
dollars. Of those claims, 43 percent were dismissed on the ground that there was
insufficient evidence that NARCO was responsible for the claimant's asbestos
exposure. As of the date of NARCO's bankruptcy filing, there were approximately
116,000 remaining claims pending against NARCO, including approximately 7
percent in which Honeywell was also named as a defendant. Since 1983, Honeywell
and our insurers have contributed to the defense and settlement costs associated
with NARCO claims. We have approximately $1.3 billion of insurance remaining
that can be specifically allocated to NARCO related liability.

As a result of the NARCO bankruptcy filing, all of the claims pending against
NARCO are automatically stayed pending the reorganization of NARCO, except one
claim which is not material as to which the stay was lifted in August 2003.
Because the claims pending against Honeywell necessarily will impact the
liabilities of NARCO, because the insurance policies held by Honeywell are
essential to a successful NARCO reorganization, and because Honeywell has
offered to commit the value of those policies to the reorganization, the
bankruptcy court has temporarily enjoined any claims against Honeywell, current
or future, related to NARCO. Although the stay has been extended twenty-two
times since January 4, 2002, there is no assurance that such stay will remain in
effect. In connection with NARCO's bankruptcy filing, we paid NARCO's parent
company $40 million and agreed to provide NARCO with up to $20 million in
financing. We also agreed to pay $20 million to NARCO's parent company upon the
filing of a plan of reorganization for NARCO acceptable to Honeywell, and to pay
NARCO's parent company $40 million, and to forgive any outstanding NARCO
indebtedness, upon the confirmation and consummation of such a plan.

As a result of ongoing negotiations with counsel representing NARCO related
asbestos claimants regarding settlement of all pending and potential NARCO
related asbestos claims against Honeywell, we have reached definitive agreements
or agreements in principle with approximately 256,000 claimants, which
represents in excess of 90 percent of the approximately 275,000 current
claimants who are now expected to file a claim as part of the NARCO
reorganization process. We are also in discussions with the NARCO Committee of
Asbestos Creditors on Trust Distribution Procedures for NARCO. We believe that,
as part of the NARCO plan of reorganization, a trust will be established
pursuant to these Trust Distribution Procedures for the benefit of all asbestos
claimants, current and future. If the trust is put in place and approved by the
Court as fair and equitable, Honeywell as well as NARCO will be entitled to a
permanent channeling injunction barring all present and future individual
actions in state or federal courts and requiring all asbestos related claims
based on exposure to NARCO products to be made against the federally-supervised
trust. We expect the NARCO plan of reorganization and the NARCO trust to be
approved by the Court in 2004. As part of its ongoing settlement negotiations,
Honeywell has reached agreement in principle with the representative for future
NARCO claimants to cap its annual contributions to the trust with respect to
future claims at a level that would not have a material impact on Honeywell's
operating cash flows. Given the substantial progress of negotiations between
Honeywell and NARCO related asbestos claimants and between Honeywell and the
Committee of Asbestos Creditors during the fourth quarter of 2002, Honeywell
developed an estimated liability for settlement of pending and future asbestos
claims and recorded a charge of $1.4 billion for NARCO related asbestos
litigation charges, net of insurance recoveries. This charge consists of the
estimated liability to settle current asbestos related claims, the estimated
liability related to future asbestos related claims through 2018 and obligations
to NARCO's parent, net of insurance recoveries of $1.8 billion.

The estimated liability for current claims is based on terms and conditions,
including evidentiary requirements, in definitive agreements or agreements in
principle with in excess of 90 percent of current claimants. Once finalized,
settlement payments with respect to current claims are expected to be made over
approximately a four-year period.

The liability for future claims estimates the probable value of future asbestos
related bodily injury claims asserted against NARCO over a 15 year period and
obligations to NARCO's parent as discussed above. The estimate is based upon the
disease criteria and payment values contained in the NARCO Trust Distribution
Procedures negotiated with the NARCO Committee of Asbestos Creditors and the
NARCO future


66






claimants representative. In light of the uncertainties inherent in making
long-term projections we do not believe that we have a reasonable basis for
estimating asbestos claims beyond 2018 under SFAS No. 5. Honeywell retained the
expert services of Hamilton, Rabinovitz and Alschuler, Inc. (HR&A) to project
the probable number and value, including trust claim handling costs, of asbestos
related future liabilities based upon historical experience with similar trusts.
The methodology used to estimate the liability for future claims has been
commonly accepted by numerous courts and is the same methodology that is
utilized by an expert who is routinely retained by the asbestos claimants
committee in asbestos related bankruptcies. The valuation methodology includes
an analysis of the population likely to have been exposed to asbestos containing
products, epidemiological studies to estimate the number of people likely to
develop asbestos related diseases, NARCO claims filing history, the pending
inventory of NARCO asbestos related claims and payment rates expected to be
established by the NARCO trust.

Honeywell has substantial insurance that reimburses it for portions of the costs
incurred to settle NARCO related claims and court judgments as well as defense
costs. This coverage is provided by a large number of insurance policies written
by dozens of insurance companies in both the domestic insurance market and the
London excess market. At December 31, 2003, a significant portion of this
coverage is with London-based insurance companies under a coverage-in-place
agreement. Coverage-in-place agreements are settlement agreements between
policyholders and the insurers specifying the terms and conditions under which
coverage will be applied as claims are presented for payment. These agreements
govern such things as what events will be deemed to trigger coverage, how
liability for a claim will be allocated among insurers and what procedures the
policyholder must follow in order to obligate the insurer to pay claims. We
conducted an analysis to determine the amount of insurance that we estimate is
probable that we will recover in relation to payment of current and projected
future claims. While the substantial majority of our insurance carriers are
solvent, some of our individual carriers are insolvent, which has been
considered in our analysis of probable recoveries. Some of our insurance
carriers have challenged our right to enter into settlement agreements resolving
all NARCO related asbestos claims against Honeywell. However, we believe there
is no factual or legal basis for such challenges and we believe that it is
probable that we will prevail in the resolution of, or in any litigation that is
brought regarding these disputes and, as of December 31, 2003, we have
recognized approximately $100 million in probable insurance recoveries from
these carriers. We are in advanced ongoing settlement discussions with these
carriers and while we cannot predict the outcome of these discussions we expect
that a substantial majority of the carriers will participate in the settlement
agreement that is being negotiated. The amounts that we expect to realize
through the settlement process are consistent with our reserves. We made
judgments concerning insurance coverage that we believe are reasonable and
consistent with our historical dealings with our insurers, our knowledge of any
pertinent solvency issues surrounding insurers and various judicial
determinations relevant to our insurance programs. Based on our analysis, during
the fourth quarter of 2002 we recorded insurance recoveries that were deemed
probable through 2018 of $1.8 billion. A portion of this insurance has been
received, as discussed below.

Projecting future events is subject to many uncertainties that could cause the
NARCO related asbestos liabilities to be higher or lower than those projected
and recorded. There is no assurance that a plan of reorganization will be
proposed or confirmed, that insurance recoveries will be timely or whether there
will be any NARCO related asbestos claims beyond 2018. Given the inherent
uncertainty in predicting future events, we review our estimates periodically,
and update them based on our experience and other relevant factors. Similarly we
will reevaluate our projections concerning our probable insurance recoveries in
light of any changes to the projected liability or other developments that may
impact insurance recoveries.

Friction Products

Honeywell's Bendix Friction Materials (Bendix) business manufactured automotive
brake pads that contained chrysotile asbestos in an encapsulated form. There is
a group of existing and potential claimants consisting largely of individuals
that allege to have performed brake replacements.

From 1981 through December 31, 2003, we have resolved about 64,000 Bendix
related asbestos claims including trials, covering 120 plaintiffs, which
resulted in 115 favorable verdicts. Trials covering five individuals resulted in
adverse verdicts; however, two of these verdicts were reversed on appeal and the
remaining three claims were settled.

Through the second quarter of 2002, Honeywell had no out-of-pocket costs for
Bendix related asbestos claims since its insurance deductible was satisfied many
years ago. Beginning with claim payments made in the third quarter of 2002,
Honeywell began advancing indemnity and defense claim costs. During the years
ended December 31, 2003 and 2002, those indemnity and defense costs amounted to
approximately


                                                                              67






$112 and $70 million, respectively. Approximately 50 percent of these amounts
are deemed probable to be reimbursed by insurance. During the year ended
December 31, 2003 Honeywell collected $90 million in insurance reimbursements
and settlements related to asbestos claims. See further discussion of insurance
coverage below.

The following tables present information regarding asbestos claims activity
during the past two years:



Claims Activity                                                  2003     2002
- -------------------------------------------------------------------------------
                                                                   
Claims Unresolved at the beginning of year ..................   50,821   47,000
Claims Filed ................................................   25,765   10,000
Claims Resolved .............................................   (3,610)  (6,179)
- -------------------------------------------------------------------------------
Claims Unresolved at the end of year ........................   72,976   50,821
===============================================================================




Disease Distribution of Unresolved Claims                        2003      2002
- -------------------------------------------------------------------------------
                                                                    
Mesothelioma and Other Cancer Claims ........................    3,277    3,810
Other Claims ................................................   69,699   47,011
- -------------------------------------------------------------------------------
Total Claims ................................................   72,976   50,821
===============================================================================


Approximately 20 percent of the 73,000 pending claims are on the inactive,
deferred, or similar dockets established in some jurisdictions for claimants who
allege minimal or no impairment. The approximately 73,000 pending claims also
include claims filed in jurisdictions such as Texas, Virginia and Mississippi
that allow for consolidated filings. In these jurisdictions, plaintiffs are
permitted to file complaints against a pre-determined master list of defendants,
regardless of whether they have claims against each individual defendant. Many
of these plaintiffs may not actually have claims against Honeywell. Based on
state rules and prior experience in these jurisdictions, we anticipate that many
of these claims will ultimately be dismissed. During the second quarter of 2003,
Honeywell was served with numerous complaints filed in Mississippi in advance of
the January 1, 2003 effective date for tort reform in that state. Also during
2003, Honeywell experienced an increase in nonmalignancy filings that we believe
were in response to the possibility of federal legislation. Based on prior
experience, we anticipate that many of these claims will be placed on deferred,
inactive or similar dockets or be dismissed. Honeywell has experienced average
resolution values excluding legal costs for malignant claims of approximately
ninety five thousand and one hundred sixty six thousand dollars in 2003 and
2002, respectively. Honeywell has experienced average resolution values
excluding legal costs for nonmalignant claims of approximately three thousand
five hundred and one thousand three hundred dollars in 2003 and 2002,
respectively. It is not possible to predict whether resolution values for Bendix
related asbestos claims will increase, decrease or stabilize in the future.

At December 31, 2003, we had accrued approximately $250 million for pending
asbestos related liability claims. Honeywell retained the expert services of
HR&A (see discussion of HR&A under Refractory products above) to assist in
developing the estimated liability. The estimate is based on the number of
pending claims at December 31, 2003, disease classifications, expected
settlement values and historic dismissal rates. We cannot reasonably estimate
losses which could arise from future Bendix related asbestos claims because we
cannot predict how many additional claims may be brought against us, the
allegations in such claims or their probable outcomes and resulting settlement
values in the tort system.

Honeywell presently has approximately $1.9 billion of insurance coverage
remaining with respect to pending Bendix related asbestos claims as well as
claims which may be filed against us in the future. This coverage is provided by
a large number of insurance policies written by dozens of insurance companies in
both the domestic insurance market and the London excess market. Although
Honeywell has approximately $1.9 billion in insurance, there are gaps in our
coverage due to insurance company insolvencies, the comprehensive policy
buy-back settlement with Equitas as discussed below and certain uninsured
periods. We analyzed the amount of insurance that we estimate is probable that
we will recover in relation to payment of asbestos related claims and determined
that approximately 50 percent of expenditures for such claims are recoverable by
insurance. While the substantial majority of our insurance carriers are solvent,
some of our individual carriers are insolvent, which has been considered in our
analysis of probable recoveries. We made judgments concerning insurance coverage
that we believe are reasonable and consistent with our historical dealings with
our insurers, our knowledge of any pertinent solvency issues surrounding
insurers and various judicial determinations relevant to our insurance programs.
Based on our analysis, at December 31, 2003 we had amounts receivable from our
insurers of approximately $210 million representing probable reimbursements
associated with our liability for pending claims as well as amounts due to us
for previously settled and paid claims related to the estimated liabilities for
pending claims.

In the fourth quarter of 2002, we recorded a charge of $167 million consisting
of a $131 million reserve for the then contemplated sale of Bendix to
Federal-Mogul, our estimate of asbestos related liability net of insurance
recoveries and costs to complete the anticipated transaction with Federal-Mogul.
Discussions regarding this transaction have been terminated.


68






Honeywell believes it has sufficient insurance coverage and reserves to cover
all pending Bendix related asbestos claims. Although it is impossible to predict
the outcome of pending claims or to reasonably estimate losses which could arise
from future Bendix related asbestos claims, we do not believe that such claims
would have a material adverse effect on our consolidated financial position in
light of our insurance coverage and our prior experience in resolving such
claims. If the rate and types of claims filed, the average indemnity cost of
such claims and the period of time over which claim settlements are paid
(collectively, the "Variable Claims Factors") does not substantially increase,
Honeywell would not expect future Bendix related asbestos claims to have a
material adverse effect on our results of operations or operating cash flows in
any fiscal year. No assurances can be given, however, that the Variable Claims
Factors will not substantially increase.

Refractory and Friction Products

During the twelve months ended December 31, 2003, we made asbestos related
payments of $557 million, including legal fees. During the twelve months ended
December 31, 2003, we received $664 million in insurance reimbursements
including $472 million in cash received from Equitas related to a comprehensive
policy buy-back settlement of all insurance claims by Honeywell against Equitas.
The settlement resolves all claims by Honeywell against Equitas arising from
asbestos claims related to NARCO and Bendix.

NARCO and Bendix asbestos related balances are included in the following balance
sheet accounts:



                                                                  December 31,
                                                                ---------------
(Dollars in Millions)                                            2003     2002
- -------------------------------------------------------------------------------
                                                                   
Other current assets ........................................   $  130   $  320
Insurance recoveries for asbestos related liabilities .......    1,317    1,636
- -------------------------------------------------------------------------------
                                                                $1,447   $1,956
===============================================================================

Accrued liabilities .........................................   $  730   $  741
Asbestos related liabilities ................................    2,279    2,700
- -------------------------------------------------------------------------------
                                                                $3,009   $3,441
===============================================================================


We are monitoring proposals for federal asbestos legislation pending in the
United States Congress. Due to the uncertainty surrounding the proposed
legislation, it is not possible at this point in time to determine what impact
such legislation would have on the NARCO bankruptcy strategy or our asbestos
liabilities and related insurance recoveries.

Warranties and Guarantees

We have issued or are a party to the following direct and indirect guarantees at
December 31, 2003:



                                                                        Maximum
                                                                       Potential
                                                                        Future
(Dollars in Millions)                                                  Payments
- --------------------------------------------------------------------------------
                                                                       
Operating lease residual values ....................................      $ 73
Other third parties' financing .....................................         5
Unconsolidated affiliates' financing ...............................        38
Customer and vendor financing ......................................        24
- --------------------------------------------------------------------------------
                                                                          $140
================================================================================


We do not expect that these guarantees will have a material adverse effect on
our consolidated results of operations, financial position or liquidity.

In connection with the disposition of certain businesses and facilities we have
indemnified the purchasers for the expected cost of remediation of environmental
contamination, if any, existing on the date of disposition. Such expected costs
are accrued when environmental assessments are made or remedial efforts are
probable and the costs can be reasonably estimated.

In the normal course of business we issue product warranties and product
performance guarantees. We accrue for the estimated cost of product warranties
and performance guarantees based on contract terms and historical experience at
the time of sale. Adjustments to initial obligations for warranties and
guarantees are made as changes in the obligations become reasonably estimable.
The following table summarizes information concerning our recorded obligations
for product warranties and product performance guarantees:



                                                               December 31,
                                                          ---------------------
(Dollars in Millions)                                      2003    2002    2001
- -------------------------------------------------------------------------------
                                                                 
Beginning of year .....................................   $ 217   $ 217   $ 198
Accruals for warranties/guarantees issued during the
   year ...............................................     215     158     216
Adjustment of pre-existing warranties/guarantees ......      35     (18)     (3)
Settlement of warranty/guarantee claims ...............    (192)   (140)   (194)
- -------------------------------------------------------------------------------
End of year ...........................................   $ 275   $ 217   $ 217
===============================================================================


Product warranties and product performance guarantees are included in the
following balance sheet accounts:



                                                                    December 31,
                                                                    ------------
(Dollars in Millions)                                               2003   2002
- --------------------------------------------------------------------------------
                                                                     
Accrued liabilities .............................................   $242   $179
Other liabilities ...............................................     33     38
- --------------------------------------------------------------------------------
                                                                    $275   $217
================================================================================



                                                                              69






Other Matters

We are subject to a number of other lawsuits, investigations and claims (some of
which involve substantial amounts) arising out of the conduct of our business.
With respect to all these other matters, including those relating to commercial
transactions, government contracts, product liability and non-environmental
health and safety matters, while the ultimate results of these lawsuits,
investigations and claims cannot be determined, we do not expect that these
matters will have a material adverse effect on our consolidated results of
operations, operating cash flows or financial position.

NOTE 22--PENSION AND OTHER POSTRETIREMENT BENEFITS

We maintain qualified and non-qualified pension plans covering the majority of
our employees and retirees, and postretirement benefit plans for retirees that
include health care benefits and life insurance coverage.

Pension benefits for substantially all U.S. employees are provided through
non-contributory, defined benefit pension plans. Non U.S. employees, who are not
U.S. citizens, are covered by various retirement benefit arrangements, some of
which are considered to be defined benefit pension plans for accounting
purposes. Our general funding policy for qualified pension plans is to
contribute amounts at least sufficient to satisfy regulatory funding standards.
In 2003 and 2002, we made voluntary contributions of $670 and $830 million to
our U.S. defined benefit pension plans to improve the funded status of our
plans. The contributions in 2002 included $700 million of Honeywell common
stock. Assuming that actual plan asset returns are consistent with our expected
rate of 9 percent in 2004 and beyond, and that interest rates remain constant,
we would not be required to make any contributions to our U.S. pension plans for
the foreseeable future.

Our retiree medical plans mainly cover U.S. employees who retire with pension
eligibility for hospital, professional and other medical services. All non-union
hourly and salaried employees joining Honeywell after January 1, 2000 are not
eligible to participate in our retiree medical and life insurance plans. Most of
the U.S. retiree medical plans require deductibles and copayments, and virtually
all are integrated with Medicare. Retiree contributions are generally required
based on coverage type, plan and Medicare eligibility. Honeywell has limited its
subsidy of its retiree medical plans to a fixed-dollar amount for substantially
all future retirees and for almost half of its current retirees. This cap of
retiree medical benefits under our plans limits our exposure to the impact of
future health care cost increases. The retiree medical and life insurance plans
are not funded. Claims and expenses are paid from our general assets.

The following tables summarize the balance sheet impact, including the benefit
obligations, assets and funded status associated with our significant pension
and other postretirement benefit plans at December 31, 2003 and 2002.



                                                                           Other
                                                                       Postretirement
                                                  Pension Benefits        Benefits
                                                 ------------------  -----------------
(Dollars in Millions)                              2003      2002      2003      2002
- --------------------------------------------------------------------------------------
                                                                   
Change in benefit obligation:
   Benefit obligation at beginning of year ...   $11,660   $10,952   $ 2,241   $ 2,149
   Service cost ..............................       201       201        17        21
   Interest cost .............................       757       753       145       141
   Plan amendments ...........................        30        25       (92)      (32)
   Actuarial losses ..........................     1,010       633       313       215
   Acquisitions (divestitures) ...............        15      (105)       --        --
   Benefits paid .............................      (883)     (868)     (203)     (199)
   Settlements and curtailments ..............        (2)      (48)       --       (34)
   Other .....................................       205       117        --       (20)
- --------------------------------------------------------------------------------------
   Benefit obligation at end of year .........    12,993    11,660     2,421     2,241
- --------------------------------------------------------------------------------------
Change in plan assets:
   Fair value of plan assets at beginning of
      year ...................................    10,178    11,051        --        --
   Actual return on plan assets ..............     2,072      (912)       --        --
   Company contributions .....................       725       885        --        --
   Acquisitions (divestitures) ...............        15      (103)       --        --
   Benefits paid .............................      (883)     (868)       --        --
   Other .....................................       158       125        --        --
- --------------------------------------------------------------------------------------
   Fair value of plan assets at end of year ..    12,265    10,178        --        --
- --------------------------------------------------------------------------------------
   Funded status of plans ....................      (728)   (1,482)   (2,421)   (2,241)
   Unrecognized net obligation at
      transition .............................        11         1        --        --
   Unrecognized net loss .....................     3,666     3,829       779       528
   Unrecognized prior service cost (credit) ..       187       193      (215)     (153)
- --------------------------------------------------------------------------------------
Net amount recognized ........................   $ 3,136   $ 2,541   $(1,857)  $(1,866)
======================================================================================



70








                                                                        Other
                                                                    Postretirement
                                               Pension Benefits        Benefits
                                               ----------------   -----------------
(Dollars in Millions)                           2003      2002       2003     2002
- -----------------------------------------------------------------------------------
                                                                
Amounts recognized in
   Consolidated Balance Sheet consist of:
   Prepaid pension benefit cost ............   $3,173   $2,242    $    --   $    --
   Intangible asset (1) ....................      101      101         --        --
   Accrued liabilities .....................       --       --       (197)     (197)
   Postretirement benefit obligations
      other than pensions (2) ..............       --       --     (1,660)   (1,669)
   Accrued benefit liability (3) ...........     (170)    (134)        --        --
   Additional minimum liability (3) ........     (453)    (757)        --        --
   Accumulated other nonowner changes ......      485    1,089         --        --
- -----------------------------------------------------------------------------------
Net amount recognized ......................   $3,136   $2,541    $(1,857)  $(1,866)
===================================================================================


(1)  Included in Other Assets--Non-Current on Consolidated Balance Sheet.

(2)  Excludes Non U.S. plans of $23 and $15 million in 2003 and 2002,
     respectively.

(3)  Included in Other Liabilities--Non-Current on Consolidated Balance Sheet.

The accumulated benefit obligation for our U.S. defined benefit pension plans
was $10,996 and $9,785 million at December 31, 2003 and 2002, respectively.

Net periodic pension and other postretirement benefit costs (income) for our
significant plans include the following components:



                                                          Pension Benefits
                                                     ---------------------------
                                                             Years Ended
                                                             December 31,
                                                     ---------------------------
(Dollars in Millions)                                 2003      2002       2001
- --------------------------------------------------------------------------------
                                                                
Service cost .....................................   $   201   $   201   $   194
Interest cost ....................................       757       753       765
Expected return on plan assets ...................    (1,030)   (1,164)   (1,201)
Amortization of transition asset .................        (7)       (7)      (11)
Amortization of prior service cost ...............        37        43        49
Recognition of actuarial (gains) losses ..........       178        13       (52)
- --------------------------------------------------------------------------------
Net periodic benefit cost (income) ...............       136      (161)     (256)
Settlements and curtailments .....................        --        14       (54)
- --------------------------------------------------------------------------------
Net periodic benefit cost (income) after
   settlements and curtailments ..................   $   136   $  (147)  $  (310)
================================================================================




                                                                    Other
                                                                Postretirement
                                                                   Benefits
                                                              ------------------
                                                                 Years Ended
                                                                 December 31,
                                                              ------------------
(Dollars in Millions)                                         2003   2002   2001
- --------------------------------------------------------------------------------
                                                                   
Service cost ..............................................   $ 17   $ 21   $ 20
Interest cost .............................................    145    141    142
Expected return on plan assets ............................     --     --     --
Amortization of prior service (credit) ....................    (30)   (22)   (19)
Recognition of actuarial losses ...........................     62     10      2
- --------------------------------------------------------------------------------
Net periodic benefit cost .................................    194    150    145
Settlements and curtailments ..............................     --    (30)    --
- --------------------------------------------------------------------------------
Net periodic benefit cost after
   settlements and curtailments ...........................   $194   $120   $145
================================================================================




                                                                                               Other
                                                                                          Postretirement
                                                                   Pension Benefits          Benefits
                                                                 --------------------   ------------------
                                                                 2003    2002    2001   2003   2002   2001
- ----------------------------------------------------------------------------------------------------------
                                                                                    
Actuarial assumptions used to determine benefit
   obligations as of December 31
   (measurement date):
Discount rate ................................................   6.00%   6.75%   7.25%  6.00%  6.75%  7.25%
Expected annual rate of compensation increase ................   4.00%   4.00%   4.00%    --     --     --
Actuarial assumptions used to determine net
   periodic benefit cost (income) for years ended
   December 31:
Discount rate ................................................   6.75%   7.25%   7.75%  6.75%  7.25%  7.75%
Expected rate of return on plan assets .......................   9.00%  10.00%  10.00%    --     --     --
Expected annual rate of compensation increase ................   4.00%   4.00%   4.00%    --     --     --
==========================================================================================================



                                                                              71






Pension Benefits

Pension plans with accumulated benefit obligations exceeding the fair value of
plan assets were as follows at December 31, 2003 and 2002:



(Dollars in Millions)                                             2003     2002
- --------------------------------------------------------------------------------
                                                                    
Projected benefit obligation .................................   $1,639   $4,315
Accumulated benefit obligation ...............................    1,566    4,036
Fair value of plan assets ....................................      906    3,109
================================================================================


SFAS No. 87 requires recognition of an additional minimum pension liability if
the fair value of plan assets is less than the accumulated benefit obligation at
the end of the plan year. In 2003, we recorded a non-cash adjustment to equity
through accumulated other nonowner changes of $369 million ($604 million on a
pretax basis) to reduce the additional minimum pension liability by $304 million
and reinstate a portion of the pension assets ($300 million) written off in the
prior year's minimum pension liability adjustment. This 2003 adjustment resulted
from an increase in our pension assets in 2003 due to the improvement in equity
markets and our contribution of $670 million to our U.S. plans. In 2002, due to
the poor performance of the equity markets which adversely affected our pension
assets and a decline in the discount rate, we recorded a non-cash adjustment to
equity through accumulated other nonowner changes of $606 million ($956 million
on a pretax basis) which increased the additional minimum pension liability.

Our U.S. pension plans assets were $10.9 and $9.0 billion at December 31, 2003
and 2002, respectively. Our asset allocation at December 31, 2003 and 2002 and
target allocation for our U.S. pension plans assets are as follows:



                                               Percentage of Plans
                                                    Assets at
                                                   December 31,       Long-term
                                               -------------------     Target
Asset Category                                     2003   2002       Allocation
- -------------------------------------------------------------------------------
                                                              
Equity securities ..........................        58%    54%         40-65%
Debt securities, including cash ............        35     38          30-45
Real estate ................................         5      5            2-8
Other ......................................         2      3            2-4
- -------------------------------------------------------------------------------
                                                   100%   100%
===============================================================================


Equity securities include Honeywell common stock of $544 and $811 million at
December 31, 2003 and 2002, respectively. An independent fiduciary holds and
makes all investment decisions with respect to the Honeywell common stock.

Our asset investment strategy focuses on maintaining a diversified portfolio,
using various asset classes, in order to achieve our long-term investment
objectives on a risk adjusted basis. To achieve our objectives, our investment
policy requires that our U.S. Master Retirement Trust be invested as follows:
(a) no less than 30 percent be invested in fixed income securities; (b) no more
than 10 percent in high-yield securities; (c) no more than 10 percent in private
real estate investments; and (d) no more than 6 percent in other investment
alternatives involving limited partnerships of various types. There is no stated
limit on investments in publically-held U.S. and international equity
securities. Our actual invested positions in various securities changes over
time based on short and longer-term investment opportunities.

Our expected rate of return on plan assets of 9 percent is a long-term rate
based on historic plan asset returns over varying long-term periods combined
with current market conditions and broad asset mix considerations. The expected
rate of return is a long-term assumption and generally does not change annually.

Other Postretirement Benefits



                                                                    December 31,
                                                                    ------------
                                                                     2003   2002
- --------------------------------------------------------------------------------
                                                                      
Assumed health care cost trend rate:
  Health care cost trend rate assumed for next year ..............   11.0%   9.0%
  Rate that the cost trend rate gradually declines to ............    5.0%   5.0%
  Year that the rate reaches the rate it is assumed to remain at..   2010   2007
================================================================================


The assumed health care cost trend rate has a significant effect on the amounts
reported. A one-percentage-point change in the assumed health care cost trend
rate would have the following effects:



                                                             1 percentage point
                                                             -------------------
(Dollars in Millions)                                        Increase   Decrease
- --------------------------------------------------------------------------------
                                                                   
Effect on total of service and interest cost components ..     $  8      $  (7)
Effect on postretirement benefit obligation ..............     $127      $(115)
================================================================================


In December 2003, the Medicare Prescription Drug, Improvement and Modernization
Act of 2003 (the Act) was signed into law. The Act will offer on a voluntary
basis, prescription drug coverage to Medicare beneficiaries. The Act will also
offer a subsidy equal to 28 percent of the prescription drug costs between $250
and $5,000 per plan participant to plan sponsors who offer prescription drug
coverage that is at least actuarially equivalent to that offered by Medicare. In
January 2004, the FASB issued FASB Staff Position No. 106-1, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003" which permits postretirement plan sponsors to
make a one-time election to defer accounting for the effects of the Act. We have
elected to defer this recognition because specific authoritative guidance on the
accounting for the federal subsidy is still pend-


72






ing and guidance on the application of actuarial equivalence is also pending.
Based on the current uncertainties surrounding the accounting for the Act, we
believe that it is not possible to reasonably estimate the effect of the Act
until such guidance is issued. Therefore, all measures of accumulated
postretirement benefit obligation and net periodic postretirement benefit cost
reflected in the financial statements and accompanying notes do not reflect the
effects of the Act on our plans. We recognize that when guidance on the
accounting for the federal subsidy is issued, we may be required to change
previously reported information.

Employee Savings Plans

We sponsor employee savings plans under which we match, in the form of our
common stock, certain eligible U.S. employee savings plan contributions. Shares
issued under the stock match plans were 6.5, 5.6 and 4.9 million in 2003, 2002
and 2001, respectively, at a cost of $173, $173 and $185 million, respectively.

NOTE 23--SEGMENT FINANCIAL DATA

We globally manage our business operations through strategic business units
(SBUs) serving customers worldwide with aerospace products and services,
control, sensing and security technologies for buildings, homes and industry,
automotive products and chemicals. Segment information is consistent with how
management reviews the businesses, makes investing and resource allocation
decisions and assesses operating performance. Based on similar economic and
operational characteristics, our SBUs are aggregated and managed in four
reportable segments as follows:

o    Aerospace includes Engines, Systems and Services (auxiliary power units;
     propulsion engines; environmental control systems; engine controls; repair
     and overhaul services; hardware; logistics and power generation systems);
     Aerospace Electronic Systems (flight safety communications, navigation,
     radar and surveillance systems; aircraft and airport lighting; management
     and technical services and advanced systems and instruments); and Aircraft
     Landing Systems (aircraft wheels and brakes).

o    Automation and Control Solutions includes Automation and Control Products
     (controls for heating, cooling, indoor air quality, ventilation,
     humidification and home automation; advanced software applications for
     home/building control and optimization; sensors, switches, control systems
     and instruments for measuring pressure, air flow, temperature, electrical
     current and, security and fire detection, access control and video
     surveillance systems); Building Solutions (installs, maintains and upgrades
     systems that keep buildings safe, comfortable and productive); and Process
     Solutions (provides a full range of automation and control solutions for
     industrial plants, offering advanced software and automation systems that
     integrate, control and monitor complex processes in many types of
     industrial settings).

o    Specialty Materials includes fibers; specialty films; intermediate
     chemicals; fluorine-based products; pharmaceutical and agricultural
     chemicals; specialty waxes, adhesives and sealants; process technology;
     wafer fabrication materials and services.

o    Transportation Systems includes Honeywell Turbo Technologies (turbochargers
     and charge-air and thermal systems); the Consumer Products Group (car care
     products including anti-freeze, filters, spark plugs, cleaners, waxes and
     additives); and Friction Materials (friction materials and related brake
     system components).

The accounting policies of the segments are the same as those described in Note
1. Honeywell's senior management evaluates segment performance based on segment
profit. Segment profit is business unit income (loss) before taxes excluding
general corporate unallocated expenses, gains (losses) on sales of non-strategic
businesses, equity income (loss), other income (expense), interest and other
financial charges, pension and other postretirement benefits (expense) income
and repositioning, litigation, business impairment and other charges and
accounting changes. In 2003, Honeywell changed its definition of segment profit
to exclude pension and other postretirement benefits (expense) income. Pension
and other postretirement benefits (expense) income is significantly impacted by
external factors such as investment returns, interest rates and other actuarial
assumptions that Honeywell does not consider indicative of the underlying
business segment operating performance under the control of business unit
management. All periods presented in this annual report have been restated to
reflect this change. Intersegment sales approximate market and are not
significant. Reportable segment data follows:



                                                          Years Ended December 31,
                                                        ---------------------------
(Dollars in Millions)                                     2003      2002      2001
- -----------------------------------------------------------------------------------
                                                                   
Net sales
   Aerospace ........................................   $ 8,813   $ 8,855   $ 9,653
   Automation and Control Solutions .................     7,464     6,978     7,185
   Specialty Materials ..............................     3,169     3,205     3,313
   Transportation Systems ...........................     3,650     3,184     3,457
   Corporate ........................................         7        52        44
- -----------------------------------------------------------------------------------
                                                        $23,103   $22,274   $23,652
===================================================================================
Depreciation
   Aerospace ........................................   $   215   $   224   $   232
   Automation and Control Solutions .................       143       167       178
   Specialty Materials ..............................       133       180       199
   Transportation Systems ...........................        80        66        78
   Corporate ........................................        24        34        37
- -----------------------------------------------------------------------------------
                                                        $   595   $   671   $   724
===================================================================================



                                                                              73








                                                      Years Ended December 31,
                                                     --------------------------
(Dollars in Millions)                                  2003      2002     2001
- --------------------------------------------------------------------------------
                                                                
Goodwill and indefinite-lived intangible asset
  amortization
   Aerospace .....................................   $   --    $   --    $   60
   Automation and Control Solutions ..............       --        --        92
   Specialty Materials ...........................       --        --        32
   Transportation Systems ........................       --        --        20
- --------------------------------------------------------------------------------
                                                     $   --    $   --    $  204
================================================================================
Segment profit
   Aerospace .....................................   $1,221    $1,308    $1,599
   Automation and Control Solutions ..............      843       860       774
   Specialty Materials ...........................      136        90        56
   Transportation Systems ........................      461       393       307
   Corporate .....................................     (142)     (154)     (153)
- --------------------------------------------------------------------------------
                                                     $2,519    $2,497    $2,583
================================================================================
Capital expenditures
   Aerospace .....................................   $  218    $  182    $  212
   Automation and Control Solutions ..............      100       106       154
   Specialty Materials ...........................      144       233       325
   Transportation Systems ........................      108       108       172
   Corporate .....................................       85        42        13
- --------------------------------------------------------------------------------
                                                     $  655    $  671    $  876
================================================================================




                                                             December 31,
                                                     ---------------------------
(Dollars in Millions)                                  2003      2002      2001
- --------------------------------------------------------------------------------
                                                                
Total assets
   Aerospace .....................................   $ 7,792   $ 7,006   $ 8,003
   Automation and Control Solutions ..............     7,590     7,017     6,827
   Specialty Materials ...........................     3,239     3,517     4,053
   Transportation Systems ........................     2,612     2,206     2,195
   Corporate .....................................     8,111     7,819     3,148
- --------------------------------------------------------------------------------
                                                     $29,344   $27,565   $24,226
================================================================================


A reconciliation of segment profit to consolidated income (loss) before taxes
and cumulative effect of accounting change is as follows:



                                                      Years Ended December 31,
                                                    ---------------------------
(Dollars in Millions)                                2003     2002      2001
- -------------------------------------------------------------------------------
                                                               
Segment profit ..................................   $ 2,519   $ 2,497   $ 2,583
Gain (loss) on sale of non-strategic
   businesses ...................................        38      (124)       --
Asbestos related litigation charges, net of
   insurance ....................................        --    (1,548)     (159)
Business impairment charges .....................        --      (877)     (145)
Repositioning and other charges (1) .............      (276)     (606)   (2,285)
Pension and other postretirement benefits
   (expense) income (1)  ........................      (325)       11       165
Equity in income (loss) of affiliated
   companies ....................................        38        42      (193)
Other income (expense) ..........................       (19)        4        17
Interest and other financial charges ............      (335)     (344)     (405)
- -------------------------------------------------------------------------------
Income (loss) before taxes and cumulative effect
   of accounting change .........................   $ 1,640   $  (945)  $  (422)
===============================================================================


(1)  Amounts included in cost of goods sold and selling, general and
     administrative expenses.

NOTE 24--GEOGRAPHIC AREAS--FINANCIAL DATA



(Dollars in Millions)                                  Years Ended December 31,
- --------------------------------------------------------------------------------
Net Sales (1)                                          2003      2002      2001
- --------------------------------------------------------------------------------
                                                                
United States ....................................   $15,178   $15,522   $17,421
Europe ...........................................     5,433     4,483     4,264
Other International ..............................     2,492     2,269     1,967
- --------------------------------------------------------------------------------
                                                     $23,103   $22,274   $23,652
================================================================================




(Dollars in Millions)                                       December 31,
- --------------------------------------------------------------------------------
Long-lived Assets (2)                                  2003      2002      2001
- --------------------------------------------------------------------------------
                                                                
United States ....................................   $ 8,963   $ 8,665   $ 9,402
Europe ...........................................     1,833     1,756     1,491
Other International ..............................       386       406       396
- --------------------------------------------------------------------------------
                                                     $11,182   $10,827   $11,289
================================================================================


(1)  Sales between geographic areas approximate market and are not significant.
     Net sales are classified according to their country of origin. Included in
     United States net sales are export sales of $2,246, $2,249 and $3,074
     million in 2003, 2002 and 2001, respectively.

(2)  Long-lived assets are comprised of property, plant and equipment, goodwill
     and other intangible assets.

NOTE 25--SUPPLEMENTAL CASH FLOW INFORMATION



                                                        Years Ended December 31,
                                                        ------------------------
(Dollars in Millions)                                      2003    2002   2001
- --------------------------------------------------------------------------------
                                                                 
Interest paid, net of amounts capitalized ...........      $367    $352   $297
Income taxes paid, net of refunds ...................        31     (14)    79
Non-cash investing and financing activities:
  Common stock contributed to U.S. pension plans ....        --     700     --
  Common stock contributed to U.S. savings plans ....       173     173    185
  Debt assumed in the purchase of leased assets .....       267      --     --
  Investment securities received in connection with
     sale of BCVS business ..........................        --     250     --
================================================================================



74






NOTE 26--UNAUDITED QUARTERLY FINANCIAL INFORMATION



(Dollars in Millions,
Except Per Share Amounts)                  2003                                                2002
- ------------------------------------------------------------------------------------------------------------------------------
                         Mar. 31   June 30   Sept. 30  Dec. 31    Year   Mar. 31  June 30   Sept. 30   Dec. 31       Year
                             (1)  (2)(3)(4)    (5)(6)   (7)(8)           (9)(10)  (11)(12)            (13)(14)
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                     
Net sales .............   $5,399    $5,749    $5,768    $6,187  $23,103   $5,199   $5,651    $5,569   $ 5,855      $22,274
Gross profit ..........    1,159     1,235     1,259     1,215    4,868    1,126    1,220     1,333       980        4,659
Income (loss)
   before cumulative
   effect of accounting
   change .............      274       319       344       407    1,344      376      459       412    (1,467)        (220)
Net income (loss) .....      254       319       344       407    1,324      376      459       412    (1,467)        (220)
Earnings (loss)
   per share--basic:
   Income (loss) before
     cumulative effect of
     accounting change.      .32       .37       .40       .47     1.56      .46      .56       .50     (1.78)        (.27)
   Net income (loss) ..      .30       .37       .40       .47     1.54      .46      .56       .50     (1.78)        (.27)
Earnings (loss) per
   share--assuming
   dilution:
   Income (loss) before
      cumulative effect
      of accounting
      change ..........      .32       .37       .40       .47     1.56      .46      .56       .50     (1.78)(15)    (.27)(15)
   Net income (loss) ..      .30       .37       .40       .47     1.54      .46      .56       .50     (1.78)(15)    (.27)(15)
Dividends paid ........    .1875     .1875     .1875     .1875      .75    .1875    .1875     .1875     .1875          .75
Market price (16)
   High ...............    25.65     29.02     30.06     33.43    33.43    40.37    40.76     36.50     27.08        40.76
   Low ................    20.73     21.61     26.22     26.56    20.73    29.11    34.85     21.66     19.20        19.20
==============================================================================================================================


(1)  Includes the January 1, 2003 adoption of SFAS No. 143. This adoption
     resulted in an after-tax cumulative effect expense adjustment of $20
     million, or $0.02 per share.

(2)  Includes a $34 million provision for legacy environmental matters deemed
     probable and reasonably estimable in the second quarter of 2003 and net
     repositioning and other charges. Total after-tax charge was $21 million, or
     $0.03 per share. The total pretax charge included in gross profit was $29
     million.

(3)  Includes an after-tax gain of $9 million, or $0.01 per share, on the sale
     of our Engineering Plastics business.

(4)  Includes an after-tax gain of $15 million, or $0.02 per share, related to
     the settlement of a patent infringement lawsuit.

(5)  Includes a $30 million provision for legacy environmental matters deemed
     probable and reasonably estimable in the third quarter of 2003 and net
     repositioning and other charges. Total after-tax charge was $1 million,
     with no effect on earnings per share. The total pretax charge included in
     gross profit was $26 million.

(6)  Includes an after-tax loss of $3 million, with no effect on earnings per
     share, on the sale of several non-strategic businesses.

(7)  Includes a $214 million provision for legacy environmental matters deemed
     probable and reasonably estimable in the fourth quarter of 2003 and net
     repositioning and other charges. Total after-tax charge was $19 million, or
     $0.02 per share. The total pretax charge included in gross profit was $217
     million.

(8)  Includes an after-tax loss of $2 million, with no effect on earnings per
     share, on adjustments to sales of non-strategic businesses in the third
     quarter of 2003.

(9)  Includes a $53 million provision for net repositioning charges and business
     impairment charges of $43 million for the write-down of long-lived assets
     of our Friction Materials business and a chemical manufacturing facility.
     The total pretax charge was $96 million, after-tax $69 million, or $0.08
     per share. The total pretax charge included in gross profit was $46
     million.

(10) Includes an after-tax gain of $79 million, or $0.09 per share, on the sale
     of our Bendix Commercial Vehicle Systems business.

(11) Includes a $137 million provision for net repositioning and other charges,
     after-tax $93 million, or $0.11 per share. The total pretax charge included
     in gross profit was $127 million.

(12) Includes an after-tax gain of $98 million, or $0.12 per share, on the sales
     of our Pharmaceutical Fine Chemicals and Automation and Control's Consumer
     Products businesses.

(13) Includes a $444 million provision for net repositioning and other charges,
     business impairment charges of $834 million and asbestos related litigation
     charges of $1,548 million. The total pretax charge was $2,826 million,
     after-tax $1,897 million, or $2.30 per share. The total pretax charge
     included in gross profit was $444 million.

(14) Includes an after-tax gain of $18 million, or $0.02 per share, on the sale
     of our Advanced Circuits business.

(15) Dilutive securities issuable in connection with stock plans have been
     excluded from the calculation of loss per share because their effect would
     reduce the loss per share.

(16) From composite tape--stock is primarily traded on the New York Stock
     Exchange.


                                                                              75






              MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

                                                    Honeywell International Inc.

The consolidated financial statements of Honeywell International Inc. and
subsidiaries are the responsibility of the Company's management and have been
prepared in accordance with generally accepted accounting principles in the
United States of America. Management is responsible for the integrity and
objectivity of the financial statements, including estimates and judgments
reflected in them, and fulfills this responsibility primarily by establishing
and maintaining accounting systems and practices supported by internal controls.

Our internal controls are designed to provide reasonable assurance as to the
integrity and reliability of our consolidated financial statements and to
adequately safeguard, verify and maintain accountability of assets. Our internal
controls include disclosure controls and procedures designed to ensure timely,
accurate and complete disclosure. These internal controls are based on
established written policies and procedures, are implemented by trained and
skilled personnel, and are monitored and evaluated by management.

PricewaterhouseCoopers LLP, independent auditors, are retained to audit
Honeywell International Inc.'s consolidated financial statements. Their
accompanying report is based on an audit conducted in accordance with auditing
standards generally accepted in the United States of America, which include the
consideration of the Company's internal controls to establish the basis for
determining the nature, timing and extent of audit tests to be applied.

Our Board of Directors exercises its responsibility for these financial
statements through its Audit Committee, which consists entirely of independent,
non-employee Directors. The Audit Committee meets regularly with the independent
auditors and with the Company's internal auditors, both privately and with
management present, to review accounting, auditing, internal control and
financial reporting matters.


/s/ David M. Cote                                      /s/ David J. Anderson
- -----------------------                                -------------------------
David M. Cote                                          David J. Anderson
Chairman and Chief                                     Senior Vice President and
Executive Officer                                      Chief Financial Officer

REPORT OF INDEPENDENT AUDITORS

TO THE BOARD OF DIRECTORS AND SHAREOWNERS OF HONEYWELL INTERNATIONAL INC.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of shareowners' equity and of cash flows
present fairly, in all material respects, the financial position of Honeywell
International Inc. and its subsidiaries at December 31, 2003 and 2002, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, on January 1,
2003, the Company adopted the provisions of Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations," and on January
1, 2002, the Company adopted the provisions of Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets."


/s/ PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 5, 2004


76

EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT

------------------- The names of Honeywell's other consolidated subsidiaries, which are primarily totally-held by Honeywell, are not listed because all such subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-09896, 33-51455, 33-55410, 33-58347, 333-57515, 333-57517, 333-57519, 333-83511, 333-34764, 333-49280, 333-57866, 333-57868, 333-91582, 333-91736, 333-105065 and 333-108461), and Form S-3 (Nos. 33-14071, 33-55425, 333-22355, 333-49455, 333-68847, 333-74075, 333-34760, 333-86874 and 333-101455) and on Form S-4 (No. 333-82049) of our report dated February 5, 2004 relating to the financial statements, which appears in the Annual Report to Shareowners, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 5, 2004 relating to the financial statement schedule, which appears in this Form 10-K. /s/ PRICEWATERHOUSECOOPERS LLP Florham Park, New Jersey March 4, 2004

Exhibit 24 POWER OF ATTORNEY Each of the undersigned, as a director of Honeywell International Inc. (the "Company"), a Delaware corporation, hereby appoint David M. Cote, Peter M. Kreindler, David J. Anderson, Thomas F. Larkins and John J. Tus, each with power to act without the other and with power of substitution and resubstitution, as my attorney-in-fact and agent for me and in my name, place and stead in any and all capacities, (i) to sign the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 2003, (ii) to sign any amendment to the Annual Report referred to in (i) above, and (iii) to file the documents described in (i) and (ii) above and all exhibits thereto and any and all other documents in connection therewith, granting unto each said attorney and agent full power and authority to do and perform every act and thing requisite, necessary or desirable to be done in connection therewith, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. /s/ Hans W. Becherer /s/ Bruce Karatz - --------------------------------- ------------------------------ Hans W. Becherer, Director Bruce Karatz, Director /s/ Gordon M. Bethune /s/ Robert P. Luciano - --------------------------------- ------------------------------ Gordon M. Bethune, Director Robert P. Luciano, Director /s/ Marshall N. Carter /s/ Russell E. Palmer - --------------------------------- ------------------------------ Marshall N. Carter, Director Russell E. Palmer, Director /s/ Jaime Chico Pardo /s/ Ivan G. Seidenberg - --------------------------------- ------------------------------ Jaime Chico Pardo, Director Ivan G. Seidenberg, Director /s/ Clive R. Hollick /s/ Eric K. Shinseki - --------------------------------- ------------------------------ Clive R. Hollick, Director Eric K. Shinseki, Director /s/ James J. Howard /s/ John R. Stafford - --------------------------------- ------------------------------ James J. Howard, Director John R. Stafford, Director /s/ Michael W. Wright ------------------------------ Michael W. Wright, Director Dated: February 5, 2004

POWER OF ATTORNEY Each of the undersigned, as a director of Honeywell International Inc. (the "Company"), a Delaware corporation, hereby appoint David M. Cote, Peter M. Kreindler, David J. Anderson, Thomas F. Larkins and John J. Tus, each with power to act without the other and with power of substitution and resubstitution, as my attorney-in-fact to sign on my behalf in my capacity as a director of the Company one or more registration statements under the Securities Act of 1933, or any amendment or post-effective amendment to any registration statement heretofore or hereafter filed by the Company: (a) on Form S-8 or other appropriate form for the registration of shares of the Company's Common Stock (or participations where appropriate) to be offered under the savings, stock or other benefit plans of the Company, its affiliates or any predecessor thereof, including the Honeywell Savings and Ownership Plan I, Honeywell Savings and Ownership Plan II, the Data Instrument Inc. Employee Stock Ownership Plan, the Honeywell Supplemental Savings Plan, the Honeywell Executive Supplemental Savings Plan, the UK Share Purchase Plan of the Company, the Ireland Employees Share Ownership program of the Company, the Employee Stock Purchase Plan of the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993 Honeywell Stock Plan for Employees of the Company and its Affiliates, the 2003 Stock Incentive Plan of Honeywell International Inc., and any plan which is a successor to such plans or is a validly authorized plan pursuant to which securities of the Corporation are issued to employees, and (b) on Form S-3 or other appropriate form for the registration of shares of the Company's Common Stock to be offered under the Dividend Reinvestment and Share Purchase Plan of the Company and any plan which is a successor to such plan. I hereby grant to each such attorney full power and authority to perform every act necessary to be done as fully as I might do in person. I hereby revoke any or all prior appointments of attorneys-in-fact to sign the above-described documents. This Power of Attorney may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. /s/ Hans W. Becherer /s/ Bruce Karatz - --------------------------------- ------------------------------ Hans W. Becherer, Director Bruce Karatz, Director /s/ Gordon M. Bethune /s/ Robert P. Luciano - --------------------------------- ------------------------------ Gordon M. Bethune, Director Robert P. Luciano, Director

/s/ Marshall N. Carter /s/ Russell E. Palmer - --------------------------------- ------------------------------ Marshall N. Carter, Director Russell E. Palmer, Director /s/ Jaime Chico Pardo /s/ Ivan G. Seidenberg - --------------------------------- ------------------------------ Jaime Chico Pardo, Director Ivan G. Seidenberg, Director /s/ Clive R. Hollick /s/ Eric K. Shinseki - --------------------------------- ------------------------------ Clive R. Hollick, Director Eric K. Shinseki, Director /s/ James J. Howard /s/ John R. Stafford - --------------------------------- ------------------------------ James J. Howard, Director John R. Stafford, Director /s/ Michael W. Wright ------------------------------ Michael W. Wright, Director Dated: February 5, 2004

POWER OF ATTORNEY Each of the undersigned, as a director of Honeywell International Inc. (the "Company"), a Delaware corporation, hereby appoint David M. Cote, Peter M. Kreindler, David J. Anderson, Thomas F. Larkins and John J. Tus, each with power to act without the other and with power of substitution and resubstitution, as my attorney-in-fact to sign on my behalf in my capacity as a director of the Company one or more registration statements under the Securities Act of 1933, or any amendment or post-effective amendment to any registration statement heretofore or hereafter filed by the Company on Form S-3 or other appropriate form for the registration of: (i) debt securities of the Company (which may be convertible into or exchangeable for or accompanied by warrants to purchase debt or equity securities of the Company, it subsidiaries, joint ventures or affiliates or another person or entity, provided the number of shares of the Company's Common Stock into or for which such debt securities may be converted or exchanged or which may be issued upon exercise of such warrants shall not exceed 25,000,000, as adjusted for stock splits and dividends) with aggregate proceeds not to exceed $3 billion (or the equivalent thereof in any foreign currency), including any accompanying warrants and any guarantees by the Company of such debt securities of its subsidiaries, joint ventures or affiliates; (ii) preferred stock of the Company (which may be convertible into or redeemable or exchangeable for Common Stock or other securities or property of the Company) with proceeds not to exceed $500 million; (iii) debt securities, Common Stock or preferred stock of the Company or warrants to purchase such securities to be issued in exchange for debt or equity securities of the Company, its subsidiaries, joint ventures or affiliates with an aggregate principal amount, liquidation, preference or value not to exceed $815,740,000; (iv) any securities into or for which any of the securities specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which may be issued upon exercise thereof; and (v) shares of Common Stock of the Company sold or otherwise disposed of to carry out transactions (a) which have been specifically authorized by the Board of Directors, and any warrants to purchase such shares, or (b) not requiring specific authorization by the Board of Directors (not to exceed in any one transaction the lesser of (1) two percent of the Common Stock of the Company issued and outstanding at the end of the preceding fiscal year, as adjusted for stock splits and stock dividends, or (2) shares having a market value of $200,000,000), and any warrants to purchase such shares. I hereby grant to each such attorney full power and authority to perform every act necessary to be done as fully as I might do in person. I hereby revoke any or all prior appointments of attorneys-in-fact to the extent that they confer authority to sign the above-described documents.

This Power of Attorney may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. /s/ Hans W. Becherer /s/ Bruce Karatz - --------------------------------- ------------------------------ Hans W. Becherer, Director Bruce Karatz, Director /s/ Gordon M. Bethune /s/ Robert P. Luciano - --------------------------------- ------------------------------ Gordon M. Bethune, Director Robert P. Luciano, Director /s/ Marshall N. Carter /s/ Russell E. Palmer - --------------------------------- ------------------------------ Marshall N. Carter, Director Russell E. Palmer, Director /s/ Jaime Chico Pardo /s/ Ivan G. Seidenberg - --------------------------------- ------------------------------ Jaime Chico Pardo, Director Ivan G. Seidenberg, Director /s/ Clive R. Hollick /s/ Eric K. Shinseki - --------------------------------- ------------------------------ Clive R. Hollick, Director Eric K. Shinseki, Director /s/ James J. Howard /s/ John R. Stafford - --------------------------------- ------------------------------ James J. Howard, Director John R. Stafford, Director /s/ Michael W. Wright ------------------------------ Michael W. Wright, Director Dated: February 5, 2004

POWER OF ATTORNEY I, David M. Cote, a director of Honeywell International Inc. (the "Company"), a Delaware corporation, hereby appoint David J. Anderson, Peter M. Kreindler, Thomas F. Larkins and John J. Tus, each with power to act without the other and with power of substitution and resubstitution, as my attorney-in-fact to sign on my behalf in my capacity as a director of the Company one or more registration statements under the Securities Act of 1933, or any amendment or post-effective amendment to any registration statement heretofore or hereafter filed by the Company: (a) on Form S-8 or other appropriate form for the registration of shares of the Company's Common Stock (or participations where appropriate) to be offered under the savings, stock or other benefit plans of the Company, its affiliates or any predecessor thereof, including the Honeywell Savings and Ownership Plan I, Honeywell Savings and Ownership Plan II, the Data Instrument Inc. Employee Stock Ownership Plan, the Honeywell Supplemental Savings Plan, the Honeywell Executive Supplemental Savings Plan, the UK Share Purchase Plan of the Company, the Ireland Employees Share Ownership program of the Company, the Employee Stock Purchase Plan of the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993 Honeywell Stock Plan for Employees of the Company and its Affiliates, the 2003 Stock Incentive Plan of Honeywell International Inc., and any plan which is a successor to such plans or is a validly authorized plan pursuant to which securities of the Corporation are issued to employees, and (b) on Form S-3 or other appropriate form for the registration of shares of the Company's Common Stock to be offered under the Dividend Reinvestment and Share Purchase Plan of the Company and any plan which is a successor to such plan. I hereby grant to each such attorney full power and authority to perform every act necessary to be done as fully as I might do in person. I hereby revoke any or all prior appointments of attorneys-in-fact to sign the above-described documents. /s/ David M. Cote ----------------- David M. Cote Dated: February 5, 2004

POWER OF ATTORNEY I, David M. Cote, a director of Honeywell International Inc. (the "Company"), a Delaware corporation, hereby appoint David J. Anderson, Peter M. Kreindler, Thomas F. Larkins and John J. Tus, each with power to act without the other and with power of substitution and resubstitution, as my attorney-in-fact to sign on my behalf in my capacity as a director of the Company one or more registration statements under the Securities Act of 1933, or any amendment or post-effective amendment to any registration statement heretofore or hereafter filed by the Company on Form S-3 or other appropriate form for the registration of: (i) debt securities of the Company (which may be convertible into or exchangeable for or accompanied by warrants to purchase debt or equity securities of the Company, it subsidiaries, joint ventures or affiliates or another person or entity, provided the number of shares of the Company's Common Stock into or for which such debt securities may be converted or exchanged or which may be issued upon exercise of such warrants shall not exceed 25,000,000, as adjusted for stock splits and dividends) with aggregate proceeds not to exceed $3 billion (or the equivalent thereof in any foreign currency), including any accompanying warrants and any guarantees by the Company of such debt securities of its subsidiaries, joint ventures or affiliates; (ii) preferred stock of the Company (which may be convertible into or redeemable or exchangeable for Common Stock or other securities or property of the Company) with proceeds not to exceed $500 million; (iii) debt securities, Common Stock or preferred stock of the Company or warrants to purchase such securities to be issued in exchange for debt or equity securities of the Company, its subsidiaries, joint ventures or affiliates with an aggregate principal amount, liquidation, preference or value not to exceed $815,740,000; (iv) any securities into or for which any of the securities specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which may be issued upon exercise thereof; and (v) shares of Common Stock of the Company sold or otherwise disposed of to carry out transactions (a) which have been specifically authorized by the Board of Directors, and any warrants to purchase such shares, or (b) not requiring specific authorization by the Board of Directors (not to exceed in any one transaction the lesser of (1) two percent of the Common Stock of the Company issued and outstanding at the end of the preceding fiscal year, as adjusted for stock splits and stock dividends, or (2) shares having a market value of $200,000,000), and any warrants to purchase such shares. I hereby grant to each such attorney full power and authority to perform every act necessary to be done as fully as I might do in person. I hereby revoke any or all prior appointments of attorneys-in-fact to the extent that they confer authority to sign the above-described documents. /s/ David M. Cote ----------------- David M. Cote Dated: February 5, 2004

EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David M. Cote, Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 10-K of Honeywell International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 4, 2004 By: /S/ DAVID M. COTE ............................... David M. Cote Chief Executive Officer

EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David J. Anderson, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 10-K of Honeywell International Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 4, 2004 By: /S/ DAVID J. ANDERSON ................................... David J. Anderson Chief Financial Officer

EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Honeywell International Inc. (the Company) on Form 10-K for the year ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David M. Cote, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /S/ DAVID M. COTE ............................... David M. Cote Chief Executive Officer March 4, 2004

EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Honeywell International Inc. (the Company) on Form 10-K for the year ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David J. Anderson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /S/ DAVID J. ANDERSON ............................... David J. Anderson Chief Financial Officer March 4, 2004