As filed with the Securities and Exchange Commission on September 30, 1999. Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ AlliedSignal Inc. (Exact name of registrant as specified in its charter) Delaware 22-2640650 (State or other jurisdiction (I.R.S.Employer of incorporation or organization) Identification Number) P.O. Box 4000 Morristown, New Jersey 07962-2497 (Address of Principal Executive Offices) (Zip Code) ___________________________________ AlliedSignal Savings Plan (Full title of the plan) ___________________________________ PETER M. KREINDLER, ESQ. Senior Vice President, General Counsel and Secretary AlliedSignal Inc. 101 Columbia Road Morris Township, New Jersey 07962-2497 (Name and address of agent for service) (973) 455-2000 (Telephone number, including area code of agent for service) ____________________________________ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum securities offering aggregate Amount of to be Amount to price per offering registration registered (1) be registered share (2) price (2) fee (2) Common Stock, par value $1.00 per share (3) 6,000,000 sh. $58.125 $348,750,000 $96,952.50 (1) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the plan. (2) Estimated in accordance with Rule 457(h) of the Act, solely for the purpose of calculating the registration fee. $58.125 represents the average of the high and low sales prices of common stock on the New York Stock Exchange Composite Tape on September 24, 1999. (3) The shares of common stock being registered consist of shares of common stock to be acquired by the plan trustee pursuant to the plan for the account of participants.PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the AlliedSignal Savings Plan as specified by Rule 428(b)(1) promulgated by the SEC under the Securities Act of 1933. Such document(s) are not being filed with the SEC, but constitute (along with the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents have been filed by AlliedSignal Inc. or the AlliedSignal Savings Plan with the SEC and are incorporated herein by reference: (a) AlliedSignal's Annual Report on Form 10- K for the year ended December 31, 1998; (b) AlliedSignal's Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 1999; (c) AlliedSignal's Current Reports on Form 8-K filed on June 8 (as amended on Form 8-K/A filed on July 16, 1999), July 16 and September 2, 1999; (d) the description of AlliedSignal's common stock set forth in AlliedSignal's Registration Statement on Form 8-B filed on August 16, 1985; and (e) the AlliedSignal Savings Plan's Annual Report on Form 11-K for the plan year ended December 30, 1998. All documents filed by AlliedSignal or the AlliedSignal Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to completion of the offering of the securities registered under this registration statement shall be incorporated by reference in this registration statement from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in a subsequently filed document which also is incorporated by reference in this registration statement modifies or supersedes the earlier statement. AlliedSignal's consolidated financial statements incorporated in this registration statement by reference to AlliedSignal's Annual Report on Form 10-K for the year ended December 31, 1998 and the AlliedSignal Savings Plan's financial statements incorporated in this registration statement by reference to the AlliedSignal Savings Plan's Annual Report on Form 11-K for the plan year ended December 30, 1998, have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given upon their authority as experts in auditing and accounting.
With respect to the unaudited consolidated financial information of AlliedSignal for the three-month periods ended March 31, 1999 and 1998 and the three-month and six-month periods ended June 30, 1999 and 1998 incorporated by reference in this registration statement, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated May 13, 1999 and August 11, 1999 incorporated by reference in this registration statement, state that they did not audit and did not express an opinion on that unaudited consolidated financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited consolidated financial information because that report is not a 'report' or a 'part' of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act. Item 4. Description of Securities The securities to be offered are registered under Section 12(b) of the Securities Exchange Act of 1934. Item 5. Interests of Named Experts and Counsel The legality of the common stock offered hereby has been passed upon by J. Edward Smith, Assistant General Counsel, Corporate and Finance, of AlliedSignal. Mr. Smith beneficially owns shares of AlliedSignal common stock and has options to purchase shares of AlliedSignal common stock. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law (DGCL) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits, proceedings whether civil, criminal, administrative, or investigative (other than action by or in the right of the corporation -a "derivative action"), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive or other indemnification that may be granted by a corporation's charter, by-laws, disinterested director vote, shareowner vote, agreement, or otherwise. Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareowners for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director's duly of loyalty to the corporation or its shareowners, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of unlawful dividends or unlawful stock purchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit. Under Article ELEVENTH of AlliedSignal's Restated Certificate of Incorporation, each person who is or was a director or officer of AlliedSignal,
and each director or officer of AlliedSignal who serves or served any other enterprise or organization at the request of AlliedSignal, shall be indemnified by AlliedSignal to the full extent permitted by the DGCL. Under the DGCL, to the extent that such a person is successful on the merits or otherwise in defense of a suit or proceeding brought against such person by reason of the fact that such person is or was a director or officer of AlliedSignal, or serves or served any other enterprise or organization at the request of AlliedSignal, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection with such action. If unsuccessful in defense of a third-party civil suit or a criminal suit, or if such a suit is settled, such a person shall be indemnified under such law against both (1) expenses (including attorneys' fees) and (2) judgments, fines and amounts paid in settlement if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of AlliedSignal, and with respect to any criminal action, had no reasonable cause to believe such person's conduct was unlawful. If unsuccessful in defense of a suit brought by or in the right of AlliedSignal, or if such suit is settled, such a person shall be indemnified under such law only against expenses (including attorneys' fees) actually and reasonably incurred in the defense or settlement of such suit if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of AlliedSignal except that if such person is adjudged to be liable in such suit to AlliedSignal, such person cannot be made whole even for expenses unless the court determines that such person is fairly and reasonably entitled to indemnity for such expenses. In addition, AlliedSignal maintains directors' and officers' reimbursement and liability insurance pursuant to standard form policies. The risks covered by such policies include certain liabilities under the securities laws. Item 7. Exemption from Registration Claimed Not Applicable Item 8. Exhibits Exhibit No. Description ___ ___________ 4.1 AlliedSignal's Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3(i) to AlliedSignal's Form 10-Q for the quarter ended March 31, 1997 and to Exhibit 3(i) to AlliedSignal's Form 8-K filed September 2, 1999). 4.2 AlliedSignal's By-laws, as amended (incorporated by reference to Exhibit 3(ii) to AlliedSignal's Form 10-Q for the quarter ended March 31, 1996). 5 Opinion of J. Edward Smith, Esq., with respect to the legality of the securities being registered hereby (filed herewith). 15 Independent Accountants' Acknowledgment Letter as to the incorporation of their reports relating to unaudited interim financial information (filed herewith). 23.1 Consent of PricewaterhouseCoopers LLP (filed herewith). 23.2 The consent of J. Edward Smith, Esq. is contained in his opinion filed as Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith). Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act. (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, and each filing of the Plan's annual report pursuant to Section 15(d) of the Exchange Act, that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Morris, State of New Jersey, on the 30th day of September, 1999. AlliedSignal Inc. By: /s/ Richard F.Wallman _____________________ Richard F. Wallman Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Name Title Date ____ _____ ____ * Director, Chairman of the ____________________________ Board and Chief Executive (Lawrence A. Bossidy) Officer * Director ______________________________ (Hans W. Becherer) * Director _______________________________ (Marshall N. Carter) * Director _______________________________ (Ann M. Fudge) * Director _______________________________ (Robert P. Luciano) * Director _______________________________ (Robert B. Palmer) * Director _______________________________ (Russell E. Palmer) * Director _______________________________ (Frederic M. Poses) * Director _______________________________ (Ivan G. Seidenberg)
* Director ______________________________ (Andrew C. Sigler) * Director _____________________________ (John R. Stafford) * Director _____________________________ (Thomas P. Stafford) * Director _____________________________ (Robert C. Winters) * Director _____________________________ (Henry T. Yang) /s/ Richard F. Wallman Senior Vice President and September 30, 1999 _________________________ Chief Financial Officer (Richard F. Wallman) (Principal Financial Officer) /s/ Richard J. Diemer, Jr. Vice President and September 30, 1999 __________________________ Controller (Principal (Richard J. Diemer, Jr.) Accounting Officer) *By: /s/ Peter M. Kreindler September 30, 1999 _______________________ (Peter M. Kreindler, Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan administrator has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Morris, State of New Jersey, on the 30th day of September, 1999. AlliedSignal Savings Plan By: /s/ R. Peter Mercer ________________________ R. Peter Mercer Vice President, Human Resource Operations
EXHIBIT INDEX Exhibit No. Description Page _______ ___________ ____ 4.1 AlliedSignal's Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3(i) to AlliedSignal's Form 10-Q for the quarter ended March 31, 1997 and to Exhibit 3(i) to AlliedSignal's Form 8-K filed September 2, 1999). 4.2 AlliedSignal's By-laws, as amended (incorporated by reference to Exhibit 3(ii) to AlliedSignal's Form 10-Q for the quarter ended March 31, 1996). 5 Opinion of J. Edward Smith, Esq., with respect to the legality of the securities being registered hereby (filed herewith). 15 Independent Accountants' Acknowledgment Letter as to the incorporation of their reports relating to unaudited interim financial information (filed herewith). 23.1 Consent of PricewaterhouseCoopers LLP (filed herewith). 23.2 The consent of J. Edward Smith, Esq. is contained in his opinion filed as Exhibit 5 to this registration statement. 24 Powers of Attorney (filed herewith).
Exhibit 5 AlliedSignal Inc. Law Department P.O. Box 2245 Morristown, NJ 07962-2245 September 30, 1999 AlliedSignal Inc. 101 Columbia Road Morristown, NJ 07962 Ladies and Gentlemen: As Assistant General Counsel, Corporate and Finance, of AlliedSignal Inc., a Delaware corporation (the "Company"), I have examined the restated certificate of incorporation and bylaws of the Company as well as such other documents and proceedings as I have considered necessary for the purposes of this opinion. I have also examined and am familiar with the Company's registration statement on Form S-8 (the "Registration Statement") as filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 6,000,000 shares of the Company's Common Stock, par value $1.00 per share (the "Common Shares"), which may be issued pursuant to the AlliedSignal Savings Plan (the "Plan"). Based upon the foregoing, and having regard to legal considerations which I deem relevant, I am of the opinion that the Common Shares, when issued pursuant to the terms of the Plan, shall be validly issued, fully paid and non- assessable. I hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement and the reference to me under the caption "Interests of Named Experts and Counsel". In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ J. Edward Smith J. Edward Smith Assistant General Counsel Corporate and Finance
Exhibit 15 September 30, 1999 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Commissioners: We are aware that our reports dated May 13, 1999 and August 11, 1999 on our reviews of interim financial information of AlliedSignal Inc. for the periods ended March 31, 1999 and June 30, 1999 and included in AlliedSignal's quarterly reports on Form 10-Q for the quarters then ended are incorporated by reference in its Registration Statement on Form S-8 dated September 30, 1999. Yours very truly, /s/ PricewaterhouseCoopers LLP
Exhibit 23 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 1, 1999 relating to the financial statements, which appears in the 1998 Annual Report to Shareowners of AlliedSignal Inc., which is incorporated by reference in AlliedSignal's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference in this Registration Statement of our report dated June 11, 1999 relating to the financial statements of the AlliedSignal Savings Plan, which appears in the AlliedSignal Savings Plan's Annual Report on Form 11-K for the plan year ended December 30, 1998. We also consent to the references to us under the heading "Incorporation of Documents by Reference" in such Registration Statement. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Florham Park, New Jersey September 30, 1999
Exhibit 24 POWER OF ATTORNEY I, Lawrence A. Bossidy, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Lawrence A. Bossidy -------------------------------- Lawrence A. Bossidy Dated: April 27, 1998POWER OF ATTORNEY I, Hans W. Becherer, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Hans W. Becherer ---------------------------- Hans W. Becherer Dated: April 27, 1998
POWER OF ATTORNEY I, Marshall N. Carter, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, Richard J. Diemer, Jr. and James V. Gelly, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. 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/ Marshall N. Carter ------------------------- Marshall N. Carter Dated: March 1, 1999
POWER OF ATTORNEY I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Ann M. Fudge ------------------------- Ann M. Fudge Dated: April 27, 1998
POWER OF ATTORNEY I, Robert P. Luciano, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Robert P. Luciano ----------------------------- Robert P. Luciano Dated: April 27, 1998
POWER OF ATTORNEY I, Robert B. Palmer, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Robert B. Palmer ----------------------------- Robert B. Palmer Dated: April 27, 1998
POWER OF ATTORNEY I, Russell E. Palmer, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Russell E. Palmer ----------------------------- Russell E. Palmer Dated: April 27, 1998
POWER OF ATTORNEY I, Frederic M. Poses, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Frederic M. Poses -------------------------------- Frederic M. Poses Dated: April 27, 1998
POWER OF ATTORNEY I, Ivan G. Seidenberg, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Ivan G. Seidenberg ------------------------------ Ivan G. Seidenberg Dated: April 27, 1998
POWER OF ATTORNEY I, Andrew C. Sigler, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Andrew C. Sigler ----------------------------- Andrew C. Sigler Dated: April 27, 1998
POWER OF ATTORNEY I, John R. Stafford, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ John R. Stafford ------------------------------ John R. Stafford Dated: April 27, 1998
POWER OF ATTORNEY I, Thomas P. Stafford, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Thomas P. Stafford ------------------------------- Thomas P. Stafford Dated: April 27, 1998
POWER OF ATTORNEY I, Robert C. Winters, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Robert C. Winters ------------------------------ Robert C. Winters Dated: April 27, 1998
POWER OF ATTORNEY I, Henry T. Yang, a director of AlliedSignal Inc., a Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, 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 AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the ASEC Manufacturing Savings Plan, the AlliedSignal Truck and Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of AlliedSignal Inc., the Stock Plan for Non-Employee Directors of AlliedSignal Inc., the 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan for Employees of AlliedSignal Inc. and its Subsidiaries, 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 AlliedSignal Inc. and any plan which is a successor to such plan, granting 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/ Henry T. Yang -------------------------- Henry T. Yang Dated: April 27, 1998