<PAGE>
           ---------------------------------------------------------
           ---------------------------------------------------------
 
                                 HONEYWELL INC.
 
                               ------------------
 
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
 
                                OCTOBER 27, 1927
 
                            ------------------------
 
                                    BY-LAWS
 
                    AS ADOPTED OCTOBER 27, 1927, AND AMENDED
 
                            THROUGH JANUARY 19, 1999
 
              ----------------------------------------------------
              ----------------------------------------------------
<PAGE>
                                INDEX OF BY-LAWS
 
<TABLE>
<CAPTION>
                                                                                                   PAGE
 
<C>              <S>                                                                               <C>
ARTICLE I.       MEETINGS OF
                  STOCKHOLDERS...................................................................    1
    Section  1.  Annual Meetings.................................................................    1
    Section  2.  Advance Notice of Stockholder Business and Nominations..........................    1
    Section  3.  Special Meetings................................................................    5
    Section  4.  Place of Meeting................................................................    6
    Section  5.  Notices of Meetings.............................................................    6
    Section  6.  Quorum..........................................................................    7
    Section  7.  Organization....................................................................    7
    Section  8.  Order of Business...............................................................    8
    Section  9.  Voting..........................................................................    8
    Section 10.  List of Stockholders............................................................   10
    Section 11.  Inspectors of Election..........................................................   11
 
ARTICLE II.      CONSENTS TO CORPORATE ACTION....................................................   11
    Section  1.  Consent of Stockholders in Lieu of Meeting......................................   11
    Section  2.  Record Date.....................................................................   12
    Section  3.  Procedures......................................................................   13
 
ARTICLE III.     BOARD OF DIRECTORS..............................................................   14
    Section  1.  General Powers..................................................................   14
    Section  2.  Number, Qualifications and
                  Term of Office.................................................................   14
    Section  3.  Nominations of Directors........................................................   14
    Section  4.  Election of Directors...........................................................   14
    Section  5.  Organization....................................................................   14
    Section  6.  Resignations....................................................................   15
    Section  7.  Qualifications and Retirement...................................................   15
    Section  8.  Vacancies.......................................................................   16
    Section  9.  Place of Meeting, etc...........................................................   17
    Section 10.  First Meeting...................................................................   17
    Section 11.  Regular Meetings................................................................   17
    Section 12.  Special Meetings; Notice........................................................   18
    Section 13.  Quorum and Manner of Acting.....................................................   18
    Section 14.  Removal of Directors............................................................   19
    Section 15.  Compensation....................................................................   19
    Section 16.  Committees......................................................................   19
    Section 17.  Indemnification of Employees, Officers and Directors............................   20
    Section 18.  Action Without Meeting..........................................................   23
    Section 19.  Presence at Meetings............................................................   23
</TABLE>
 
<PAGE>
                                       ii
 
<TABLE>
<C>              <S>                                                                               <C>
ARTICLE IV.      OFFICERS........................................................................   23
    Section  1.  Number..........................................................................   23
    Section  2.  Election, Term of Office and Qualifications.....................................   24
    Section  3.  Removal.........................................................................   25
    Section  4.  Resignations....................................................................   25
    Section  5.  Vacancies.......................................................................   25
    Section  6.  The Chairman of the
                  Board of Directors.............................................................   25
    Section  7.  The Vice Chairman of the
                  Board of Directors.............................................................   26
    Section  8.  The President of the Corporation................................................   26
    Section  9.  Authority and Duties of the Business Presidents, Executive Vice Presidents,
                  Senior Vice Presidents, and Vice Presidents....................................   27
    Section 10.  The Treasurer...................................................................   27
    Section 11.  The Secretary...................................................................   28
    Section 12.  Assistant Treasurers, Assistant Secretaries and Attesting Secretaries...........   30
    Section 13.  Salaries........................................................................   30
    Section 14.  Subordinate Positions, etc......................................................   30
 
ARTICLE V.       CONTRACTS, LOANS, CHECKS, DEPOSITS, ETC.........................................   31
    Section  1.  Contracts, etc. How Executed....................................................   31
    Section  2.  Loans...........................................................................   31
    Section  3.  Checks, Drafts, etc.............................................................   32
    Section  4.  Deposits........................................................................   32
    Section  5.  General and Special Bank Accounts...............................................   33
 
ARTICLE VI.      SHARES AND THEIR TRANSFER.......................................................   33
    Section  1.  Shares..........................................................................   33
    Section  2.  Certificates for Shares of Stocks...............................................   33
    Section  3.  Transfer of Shares..............................................................   34
    Section  4.  Lost, Stolen, Destroyed,
                  or Mutilated Certificates......................................................   35
    Section  5.  Transfer and Registry Agents....................................................   35
    Section  6.  Regulations.....................................................................   36
    Section  7.  Statements Relating to Uncertificated Securities................................   36
    Section  8.  Record Date.....................................................................   39
</TABLE>
 
<PAGE>
                                      iii
 
<TABLE>
<C>              <S>                                                                               <C>
ARTICLE VII.     OFFICES.........................................................................   40
    Section  1.  Registered Office...............................................................   40
    Section  2.  Other Offices...................................................................   40
 
ARTICLE VIII.    DIVIDENDS, SURPLUS, ETC.........................................................   40
 
ARTICLE IX.      SEAL............................................................................   41
 
ARTICLE X.       FISCAL YEAR AND AUDIT...........................................................   42
    Section  1.  Fiscal Year.....................................................................   42
    Section  2.  Audit of Books and Accounts.....................................................   42
 
ARTICLE XI.      WAIVER OF NOTICES...............................................................   42
 
ARTICLE XII.     NATIONAL EMERGENCY..............................................................   42
    Section  1.  Definition and Application......................................................   42
    Section  2.  Meetings, etc...................................................................   43
    Section  3.  Amendment.......................................................................   44
    Section  4.  Chief Executive Officer.........................................................   44
    Section  5.  Substitute Directors............................................................   44
 
ARTICLE XIII.    AMENDMENTS......................................................................   45
 
CERTIFICATION....................................................................................   45
</TABLE>
<PAGE>
                                    BY-LAWS
                                       OF
                                 HONEYWELL INC.
                                   ---------
 
                                   ARTICLE I.
 
                            MEETINGS OF STOCKHOLDERS
 
   SECTION 1. ANNUAL MEETINGS.  The annual meeting of the stockholders of
Honeywell Inc. (hereinafter called the Corporation) for the election of
directors and for the transaction of any other proper business, notice of which
is given in the notice of the meeting, shall be held on such date and at such
hour as may be determined from time to time by the Board of Directors, which
date and hour shall be designated in the notice thereof. If any annual meeting
for the election of directors shall not be held on the date designated therefor,
the Board of Directors shall cause the meeting to be held as soon thereafter as
convenient.
 
   SECTION 2. ADVANCE NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
 
   (a)  ANNUAL MEETING OF STOCKHOLDERS.
 
                              (i)
          Nominations of persons for election to the Board
   of Directors of the Corporation and the proposal of business to be considered
   by the stockholders may be made at an annual meeting of stockholders as
   follows:
 
          (a) pursuant to the Corporation's notice of
       meeting;
 
          (b) by or at the direction of the Board of
Directors; or
 
          (c) by any stockholder of the Corporation who
       was a stockholder of record at the time of giving notice
<PAGE>
                                       2
 
       provided for in this by-law, who is entitled to vote at the meeting and
       who complied with the notice procedures set forth in this by-law.
 
                             (ii)
          For nominations or other business to be properly
   brought before an annual meeting by a stockholder pursuant to clause c) of
   paragraph (a)(i) of this by-law, the stockholder must have given timely
   notice thereof in writing to the Secretary, of Honeywell Inc., and such other
   business must be a proper matter for stockholder action. To be timely, a
   stockholder's notice shall be delivered to the Secretary at the principal
   executive offices of the Corporation not later than the close of business on
   the 90th day nor earlier than the close of business on the 120th day prior to
   the first anniversary of the preceding year's annual meeting; provided,
   however, that in the event that the date of the annual meeting is more than
   30 days before or more than 60 days after such anniversary date, notice by
   the stockholder to be timely must be so delivered not earlier than the close
   of business on the 120th day prior to such annual meeting and not later than
   the close of business on the later of the 90th day prior to such annual
   meeting or the 10th day following the day on which public announcement of the
   date of such meeting is first made. In no event shall the public announcement
   of an adjournment of an annual meeting commence a new time period for the
   giving of a stockholder's notice as described above. Such stockholder's
   notice shall set forth:
 
          (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director, all information
       relating to such person that is required to be disclosed in solicitations
       of proxies for election of directors in an election contest, or is
       otherwise required, in each case pursuant to Regulation 14A under the
       Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
       14a-11
<PAGE>
                                       3
 
       thereunder (including such person's written consent to be named in the
       proxy statement as a nominee and to serve as a director if elected);
 
          (b) as to any other business that the stockholder
       proposes to bring before the meeting, a brief description of the business
       desired to be brought before the meeting, the reasons for conducting such
       business at the meeting and any material interest in such business of
       such stockholder and the beneficial owner, if any, on whose behalf the
       proposal is made; and
 
          (c) as to the stockholder giving notice and the
       beneficial owner, if any, on whose behalf the nomination or proposal is
       made i) the name and address of such stockholder, as they appear on the
       Corporation's books, and of such beneficial owner and ii) the class and
       number of shares of the Corporation which are owned beneficially and of
       record by such stockholder and such beneficial owner.
 
                            (iii)
          Notwithstanding anything in the second sentence
   of paragraph (a)(ii) of this by-law to the contrary, in the event that the
   number of directors to be elected to the Board of Directors of the
   Corporation is increased and there is no public announcement naming all of
   the nominees for director or specifying the size of the increased Board of
   Directors made by the Corporation at least 100 days prior to the first
   anniversary of the preceding year's annual meeting, a stockholder's notice
   required by this by-law shall also be considered timely, but only with
   respect to nominees for any new positions created by such increase, if it
   shall be delivered to the Secretary at the principal executive offices of the
   Corporation not later than the close of business on the 10th day following
   the day on which such public announcement is first made by the Corporation.
<PAGE>
                                       4
 
   (b)  SPECIAL MEETINGS OF STOCKHOLDERS.  Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting. Nominations of persons
for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting (i) by or at the direction of the Board of Directors or (ii)
by any stockholder of the Corporation who is a stockholder of record at the time
of giving of notice provided for in this by-law, who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth in this
by-law. In the event the Corporation calls a special meeting of stockholders for
the purpose of electing one or more directors to the Board of Directors, any
such stockholder may nominate a person or persons (as the case may be), for
election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (a)(iii) of this by-
law shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the close of business on the 120th day prior to
such special meeting and not later than the close of business on the later of
the 90th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.
 
   (c)  GENERAL.
 
                              (i)
          Only such persons who are nominated in
accordance with the procedures set forth in this by-law shall be eligible to
   serve as directors and only such business shall be conducted at a meeting of
   stockholders as shall have been brought before the meeting in accordance with
   the
<PAGE>
                                       5
 
   procedures set forth in this by-law. Except as otherwise provided by law or
   the by-laws of the Corporation, the Chairman of the meeting shall have the
   power and duty to determine whether a nomination or any business proposed to
   be brought before the meeting was made, or proposed, as the case may be, in
   accordance with the procedures set forth in this by-law and, if any proposed
   nomination or business is not in compliance with this by-law, to declare that
   such defective proposal or nomination shall be disregarded.
 
                             (ii)
          For purposes of this by-law, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
   News Service, Associated Press or comparable national news service or in a
   document publicly filed by the corporation with the Securities and Exchange
   commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
 
                            (iii)
          Notwithstanding the foregoing provisions of this
   by-law, a stockholder shall also comply with all applicable requirements of
   the Exchange Act and the rules and regulations thereunder with respect to the
   matters set forth in this by-law. Nothing in this by-law shall be deemed to
   affect any rights of a) stockholders to request inclusion in proposals in the
   Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act
   or b) the holders of any series of preferred stock to elect directors under
   specified circumstances.
 
   SECTION 3. SPECIAL MEETINGS.  A special meeting of the stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by
the Chairman of the Board of Directors, or by the President of the Corporation,
or as otherwise prescribed by statute or by the Certificate of Incorporation of
the Corporation.
<PAGE>
                                       6
 
   SECTION 4. PLACE OF MEETING.  Meetings of the stockholders (including annual
meetings, special meetings, meetings for the election of directors, and any and
all other meetings of stockholders) may be held at such places, within or
without the State of Delaware, as may be designated from time to time by the
Board of Directors or in the notices thereof. The Board of Directors is
authorized to and shall fix the place of meeting. Such action by the Board of
Directors may be taken from time to time and may fix different places from time
to time.
 
   SECTION 5. NOTICES OF MEETINGS.  Every stockholder shall furnish the
Secretary of the Corporation with an address at which notices of meetings and
all other corporate communications may be served on or mailed to him. Except in
special cases with respect to which other provision is made by statute or by the
Certificate of Incorporation of the Corporation, and except in those situations
in which action is to be taken pursuant to Section 1 of Article II, written or
printed notice of each meeting of the stockholders, whether annual or special,
shall be given, not less than ten (10) nor more than fifty (50) days before the
date on which the meeting is to be held, to each stockholder of record of the
Corporation entitled to vote at such meeting by delivering such notice thereof
to him personally or by depositing such notice in the United States mail, in a
postage-prepaid envelope directed to him at the post office address furnished by
him to the Secretary of the Corporation for such purpose, or, if he shall not
have furnished to the Secretary of the Corporation his address for such purpose,
then at his address as it shall otherwise appear on the records of the
Corporation. Except in special cases where other provision is made by statute,
no publication of any notice of a meeting of stockholders shall be required.
Every notice of a meeting of stockholders shall state the place, date and hour
of
<PAGE>
                                       7
 
the meeting and the purpose or purposes for which the meeting is called.
Nevertheless, notice of any meeting of stockholders shall not be required to be
given to any stockholder who shall attend such meeting in person or by proxy
except a stockholder who shall attend such meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting was not lawfully called or convened. Except where otherwise
required by statute, notice of any adjourned meeting of the stockholders of the
Corporation shall not be required to be given if the time and place thereof are
announced at the meeting which is adjourned.
 
   SECTION 6. QUORUM.  At all meetings of the stockholders of the Corporation,
except where other provision is made by statute, stockholders of the Corporation
holding of record a majority of the shares of stock of the Corporation entitled
to vote thereat shall be present in person or by proxy to constitute a quorum
for the transaction of business. In the absence of a quorum at any meeting or
any adjournment thereof, a majority in voting interest of those present in
person or by proxy and entitled to vote may adjourn such meeting from time to
time. At any such adjourned meeting at which a quorum may be present any
business may be transacted which might have been transacted at the meeting as
originally called. The absence from any meeting of stockholders holding the
number of shares of stock of the Corporation required by statute or by the
Certificate of Incorporation of the Corporation or by these by-laws for action
upon any given matter shall not prevent action at such meeting upon any other
matter or matters which may properly come before the meeting, if there shall be
present thereat in person or by proxy stockholders holding the number of shares
of stock of the Corporation required in respect of such other matter or matters.
 
   SECTION 7. ORGANIZATION.  At each meeting of the stockholders the Chairman of
the Board of Directors, or in his
<PAGE>
                                       8
 
absence the Vice Chairman of the Board of Directors, or in their absence the
President of the Corporation, or in the absence of the Chairman of the Board,
the Vice Chairman of the Board and the President of the Corporation, a chairman
(who shall be one of the other Executive Vice Presidents or Vice Presidents, if
any of them be present) chosen by a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote, shall act as
chairman; and the Secretary of the Corporation or, in his absence, an Assistant
Secretary or, in the absence of the Secretary and Assistant Secretaries of the
Corporation, any person whom the chairman of the meeting shall appoint, shall
act as secretary of the meeting.
 
   SECTION 8. ORDER OF BUSINESS.  The order of business at all meetings of the
stockholders shall be determined by the chairman of the meeting, but such order
of business may be changed by the vote of a majority in voting interest of those
present or represented at said meeting and entitled to vote thereat.
 
   SECTION 9. VOTING.  Each stockholder of the Corporation entitled to vote at a
meeting of stockholders or entitled to give consent in writing to corporate
action without a meeting shall have one vote in person or by proxy for each
share of stock having voting rights held by him and registered in his name on
the books of the Corporation:
 
       (a)on the date fixed pursuant to the provisions of
   Subsection (a) of Section 8 of Article VI of these by-laws as the record date
   for the determination of stockholders who shall be entitled to notice of and
   to vote at such meeting or to give consent in writing to corporate action
   without a meeting, or
 
       (b)if no such record date shall have been so affixed,
   then as provided by the provisions of Subsection (b) of Section 8 of Article
   VI of these by-laws.
<PAGE>
                                       9
 
   Shares of its own capital stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held by the Corporation, shall not be
entitled to vote. Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held, and persons whose stock is pledged shall be
entitled to vote, unless in the transfer by the pledgor on the books of the
Corporation he shall have expressly empowered the pledgee to vote thereon, in
which case only the pledgee or his proxy may represent said stock and vote
thereon. If shares shall stand of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or if two or more persons shall have the
same fiduciary relationship respecting the same shares, unless the Secretary of
the Corporation shall have been given written notice to the contrary and have
been furnished with a copy of the instrument of order appointing them or
creating the relationship wherein it is so provided, their acts with respect to
voting shall have the following effect:
 
    (i)   if only one shall vote, his act shall bind all,
 
    (ii)  if more than one shall vote, the act of the majority
   so voting shall bind all, or
 
    (iii) if more than one shall vote, but the vote shall be
   evenly split on any particular matter, then, except as otherwise required by
   statute, each faction may vote the shares in question proportionally.
 
If the instrument so filed shall show that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of the next preceding
sentence shall be a majority or even-split in interest. Any vote on stock of the
Corporation may be given by the stockholder entitled thereto in person or by his
proxy appointed by an instrument in writing, subscribed by such stockholder or
by his attorney thereunto authorized
<PAGE>
                                       10
 
and delivered to the secretary of the meeting, or may be given in accordance
with voting instructions provided by telephone, via the Internet, Intranet, or
by other electronic means as permitted by statute; provided, however, that no
proxy shall be voted or acted upon after three years from its date unless said
proxy provides for a longer period. Except as provided in Section 1 of Article
II and Section 13 of Article III of these by-laws, and except also in special
cases where otherwise made mandatory by statute or by the Certificate of
Incorporation of the Corporation, all matters coming before the stockholders
shall be decided by the vote of a majority in voting interest of the
stockholders of the Corporation present in person or by proxy at a meeting and
entitled to vote thereat, a quorum being present.
 
   SECTION 10. LIST OF STOCKHOLDERS.  It shall be the duty of the Secretary, or
other officer of the Corporation who shall have charge of the stock ledger,
either directly or through a transfer agent appointed by the Board of Directors,
to prepare and make, at least ten days before every meeting of stockholders, a
complete list of stockholders entitled to vote thereat, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. Upon the wilful
neglect or refusal of the directors to produce such a list at any meeting for
the election of directors, they shall be ineligible for election to any office
at such meeting. The stock ledger shall be the only evidence as to
<PAGE>
                                       11
 
who are stockholders entitled to examine the stock ledger, such list or the
books of the Corporation, or to vote in person or by proxy, at any meeting of
stockholders.
 
   SECTION 11. INSPECTORS OF ELECTION.  At each meeting of the stockholders, the
chairman of such meeting may appoint two Inspectors of Election to act thereat.
Each Inspector of Election so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Election at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Election, if any, shall take charge of the ballots at such meeting
and after the balloting thereat on any question shall count the ballots cast
thereon and shall make a report in writing to the secretary of such meeting of
the results thereof. An Inspector of Election need not be a stockholder of the
Corporation, and any officer or employee of the Corporation may be an Inspector
of Election on any question other than a vote for or against his election to any
position with the Corporation or on any other question in which he may be
directly interested.
 
                                  ARTICLE II.
 
                          CONSENTS TO CORPORATE ACTION
 
   SECTION 1. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.  The election of
directors and any other action required by the General Corporation Law of the
State of Delaware or these by-laws to be taken at any annual or special meeting
of stockholders, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the
<PAGE>
                                       12
 
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Separate written consents may be signed by stockholders severally. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
 
   SECTION 2. RECORD DATE.  The record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
shall be as fixed by the Board or as otherwise established under this Section.
Any person seeking to have the stockholders authorize or take corporate action
by written consent without a meeting may, by written notice addressed to the
Secretary and delivered to the Company as set forth below, request that a record
date be fixed for such purpose. The record date for determining stockholders
entitled to consent in writing without a meeting to corporate action for which
no prior action by the Board is required under the General Corporation Law of
the State of Delaware shall be (i) the date fixed by the Board or (ii) if no
record date has been so fixed prior to the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Company by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded, then
such first date. The record date for determining stockholders entitled to
consent in writing without a meeting to corporate action for which prior action
by the Board is required under the General Corporation Law of the State of
Delaware shall be (i) the date fixed by the Board or (ii) if the Board has not
taken action to fix the record date then such record date shall be the close of
business on the date upon which the Board adopts the resolution taking such
prior action. In connection with a record date fixed by the Board, in
<PAGE>
                                       13
 
no case shall such record date (i) precede or (ii) be fixed more than 10 days
after the date upon which the resolution fixing the record date is adopted by
Board.
 
   SECTION 3. PROCEDURES.  In the event of the delivery to the Corporation of a
written consent or consents purporting to authorize or take corporate action
and/or related revocations (each such written consent and related revocation is
referred to in this Article II as a "Consent"), the Secretary of the Corporation
shall provide for the safe-keeping of such Consent and shall promptly conduct
such ministerial review of the sufficiency of the consents and of the validity
of the action to be taken by stockholder consent as he deems necessary or
appropriate including, determining whether the holders of shares having the
requisite voting power to authorize or take the action specified in the Consent
have given consent; PROVIDED, HOWEVER, that if the corporate action to which the
Consent relates is the removal or replacement of one or more members of the
Board, the Secretary of the Corporation shall designate two persons, who may not
be members of the Board, to serve as Inspectors with respect to such Consent and
such Inspectors shall discharge the functions of the Secretary of the
Corporation under this Section 3. If after such investigation the Secretary or
the Inspectors (as the case may be) shall determine that the Consent is valid
and that the action purported to be authorized or taken has been validly
authorized, that fact shall be noted on the records of the Corporation kept for
the purpose of recording the proceedings of meetings of stockholders, and the
Consent shall be filed in such records, at which time the Consent shall become
effective as stockholder action. In conducting the investigation required by
this Section 3, the Secretary or the Inspectors (as the case may be) may, at the
expense of the Corporation, retain special legal counsel and other necessary or
appropriate professional advisors, and such other personnel as they may deem
necessary or appropriate, to assist them.
<PAGE>
                                       14
 
                                  ARTICLE III.
 
                               BOARD OF DIRECTORS
 
   SECTION 1. GENERAL POWERS.  The property, affairs and business of the
Corporation shall be managed by the Board of Directors.
 
   SECTION 2. NUMBER, QUALIFICATIONS AND TERM OF OFFICE.  The number of
directors shall be twelve, but the number may be increased, or diminished to not
less than three, by amendment of these by-laws. Directors need not be
stockholders. Each of the directors of the Corporation shall hold office until
the annual meeting held next after his election and shall qualify, or until his
earlier death or his earlier resignation or removal in the manner hereinafter
provided.
 
   SECTION 3. NOMINATIONS OF DIRECTORS.  Only persons who are nominated in
accordance with the procedures set forth in Section 2 of Article I of these
by-laws shall be eligible for election as directors.
 
   SECTION 4. ELECTION OF DIRECTORS.  At each meeting of stockholders for the
election of directors at which a quorum is present, the persons receiving the
largest number of votes (up to and including the number of directors to be
elected) shall be directors. If directors are to be elected by consent in
writing of the stockholders without a meeting pursuant to Section 1 of Article
II of these by-laws, those persons receiving the consent in writing of the
largest number of shares in the aggregate and constituting not less than a
majority of the total outstanding shares entitled to give consent in writing
thereon (up to and including the number of directors to be elected) shall be
directors.
 
   SECTION 5. ORGANIZATION.  At each meeting of the Board of Directors, the
Chairman of the Board of Directors,
<PAGE>
                                       15
 
or in his absence, the President of the Corporation, or in his absence an
Executive Vice President, if a member of the Board of Directors, or in the
absence of all of said officers, a Vice President, if a member of the Board of
Directors, or in the absence of all of said officers, a chairman chosen by the
majority of the directors present, shall preside. The Secretary of the
Corporation, or in his absence, an Assistant Secretary, if any, or, in the
absence of both the Secretary and Assistant Secretaries, any person whom the
chairman shall appoint, shall act as secretary of the meeting. Any person so
appointed as secretary of the meeting shall, if so required by the Board of
Directors, be sworn to the faithful discharge of his duties before entering
thereupon.
 
   SECTION 6. RESIGNATIONS.  Any director of the Corporation may resign at any
time by giving written notice to the Chairman of the Board of Directors or to
the President of the Corporation or to the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein, or, if the time be
not specified, upon receipt thereof by the Chairman of the Board of Directors,
the President of the Corporation or the Secretary, as the case may be; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
 
   SECTION 7. QUALIFICATIONS AND RETIREMENT.
 
   (a)  CHIEF EXECUTIVE OFFICERS OF HONEYWELL.  A director who is also the Chief
Executive Officer of the Company shall no longer be qualified to act as a
director and his or her term of office shall expire at the time he or she ceases
to hold that position; PROVIDED, HOWEVER, that in the event the Nominating
Committee determines that it will be in the best interests of the Company for
the former Chief Executive Officer to continue as a director, the Committee may
ask him or her to continue as a director through the completion of any remaining
part of his or her current, regular term of office as a
<PAGE>
                                       16
 
director and, in addition to any such partial year, may nominate the former
Chief Executive Officer to be a director for a single term of one year.
 
   (b)  OTHER INSIDE DIRECTORS.  Any director who is an officer of the Company,
other than the Chief Executive Officer, shall no longer be qualified to act as a
director and his or her term of office shall expire on the earliest to occur of:
(i) the time of a diminution in his or her duties or responsibilities as an
officer unless the Nominating Committee at its sole discretion determines such
officer continues to be qualified to act as a director, (ii) the time he or she
ceases to be an employee of the Corporation for any reason, or (iii) on his or
her sixty-fifth birthday.
 
   (c)  OUTSIDE DIRECTORS.  Any director who is not and has not been an officer
of the Company (an Outside Director) shall not be nominated for re-election as a
director at the next annual meeting following either (i) fifteen years service
as a director or (ii) the director's seventieth birthday. At the time an Outside
Director retires from or changes the principal occupation engaged in when
initially elected as a director, he or she shall notify the Nominating Committee
of his or her change of position together with an indication of whether or not
he or she is willing to stand for election as a director at the next annual
meeting; thereafter the Nominating Committee at its discretion will determine
whether or not to ask that director to stand for re-election to the Board,
provided the director shall not be permitted to stand for re-election beyond the
age and years-of-service limits set forth above.
 
   (d)  INTERPRETATION.  The Nominating Committee in its sole discretion shall
have the responsibility for interpretation of qualifications for directors
identified in this Section 7.
 
   SECTION 8. VACANCIES.  Except as otherwise provided by law, any vacancy in
the Board of Directors (whether because of death, resignation, removal, an
increase in the
<PAGE>
                                       17
 
number of directors or any other cause) may be filled by a majority of the
directors then in office, though less than a quorum; and each director so chosen
shall hold office until the next annual election and until his successor shall
be duly elected and qualified, unless sooner displaced.
 
   SECTION 9. PLACE OF MEETING, ETC.  The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time determine, or as shall be specified or fixed in the
respective notices or waivers of notice thereof. The Corporation may have one or
more offices, and may keep its books and records at such place or places within
or without the State of Delaware as the Board shall from time to time determine.
 
   SECTION 10. FIRST MEETING.  As soon as practicable after each annual election
of directors and on the same day, the Board of Directors may meet for the
purposes of organization and of choosing the officers of the Corporation and for
the transaction of other business at the place where regular meetings of the
Board of Directors are held. Notice of such meeting need not be given. Such
first meeting may be held at any other time or place which shall be specified in
a notice given as hereinafter provided for special meetings of the Board, or in
a consent and waiver of notice thereof signed by all the directors.
 
   SECTION 11. REGULAR MEETINGS.  Regular meetings of the Board of Directors
shall be held at such times as the Board of Directors shall by resolution from
time to time determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting shall be
held at the same hour and place on the next succeeding secular day not a legal
holiday. Notice of regular meetings need not be given, except of the regular
meetings at which it is proposed to alter or repeal these by-laws or to adopt
one or more new by-laws, of each of which meetings a
<PAGE>
                                       18
 
notice, which shall state at least the substance of the proposed change, shall
be given in the same manner as is required for a special meeting.
 
   SECTION 12. SPECIAL MEETINGS; NOTICE.  Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board of
Directors or by the President of the Corporation or by any two of the directors.
A notice shall be given as hereinafter in this section provided of each such
special meeting, in which shall be stated the time and place of such meeting,
but, except as otherwise expressly provided by law or by these by-laws, the
purposes thereof need not be stated in such notice. Except in special cases
where other provision is made by statute, notice of each such meeting shall be
mailed to each director, addressed to him at his residence or usual place of
business, at least two days before the day on which the meeting is to be held,
or shall be sent to him at such place by telegraph or cable or be delivered
personally or by telephone not later than the day before the day on which the
meeting is to be held. Any meeting of the Board of Directors shall be a legal
meeting without any notice thereof having been given if all the directors shall
be present thereat or if notice thereof shall be waived either before or after
such meeting in writing or by telegraph or cable by all absentees therefrom
provided a quorum be present thereat. Notice of any adjourned meeting need not
be given.
 
   SECTION 13. QUORUM AND MANNER OF ACTING.  One third of the directors in
office at the time of any regular or special meeting of the Board of Directors
shall be present in person at such meeting in order to constitute a quorum for
the transaction of business and, except as specified in Sections 8, 16 and 17 of
this Article III and Section 4 of Article IV of these by-laws, and except also
in special cases where other provision is made by statute, the vote of a
majority of the directors present at any such meeting, at which a quorum is
present, shall be the act of the Board of Directors. In the absence of a quorum,
a
<PAGE>
                                       19
 
majority of directors present at any meeting may adjourn the same from time to
time until a quorum be had. The directors shall act only as a board and the
individual directors shall have no power as such.
 
   SECTION 14. REMOVAL OF DIRECTORS.  Any director may be removed for cause at
any time by the affirmative vote of the holders of a majority of all the shares
of stock outstanding and entitled to vote for the election of directors, given
at a special meeting of such stockholders called for the purpose; and the
vacancy in the Board of Directors caused by such removal shall be filled by such
stockholders at such meeting, or, if the stockholders shall fail to fill such
vacancy, by the Board of Directors.
 
   SECTION 15. COMPENSATION.  Directors and members of any committee of the
Corporation contemplated by these by-laws or otherwise provided for by
resolution of the Board of Directors, who are not salaried officers of the
Corporation, shall receive such fixed sum per meeting attended, or such annual
sum or sums, as shall be determined from time to time by resolution of the Board
of Directors. All directors and members of any such committee shall receive
their expenses, if any, of attendance at meetings of the Board of Directors or
of such committee. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity, and receiving
proper compensation therefor.
 
   SECTION 16. COMMITTEES.
 
       (a)There shall be an Executive Committee which
   shall have such powers and authority provided by resolution passed by a
   majority of the Board of Directors.
 
       (b)The Board of Directors may, by resolution passed
   by a majority of the whole Board, designate one or more committees, in
   addition to the Executive Committee,
<PAGE>
                                       20
 
   which, to the extent provided in said resolution, shall have and may exercise
   the powers and authority of the Board in the management of the business and
   affairs of the Corporation and may authorize the seal of the Corporation to
   be affixed to all papers which may require it.
 
       (c)Each committee, for which provision is made by
   paragraph (a) or (b) of this Section 16, shall consist of one or more
   directors of the Corporation who shall be appointed by the Chairman of the
   Board of Directors provided, however, that each such appointment shall be
   reported promptly to the Board of Directors and no member of a committee
   shall participate in any action by a committee which shall constitute an
   exercise of a power of the Board until the appointment of such member has
   been ratified by a majority of the full Board. Any vacancy on a committee
   shall be filled by appointment by the Chairman of the Board of Directors in
   the same manner in which original appointments to such committee were made.
   The chairman of each committee shall be designated by the Chairman of the
   Board of Directors. A majority of those entitled to vote at any meeting of
   any committee shall constitute a quorum for the transaction of business at
   that meeting. In the absence or disqualification of a member of a committee,
   the member or members thereof present at any meeting and not disqualified
   from voting, whether or not he or they constitute a quorum, may unanimously
   appoint another member of the Board to act at the meeting in the place of any
   such absent or disqualified member.
 
   SECTION 17. INDEMNIFICATION OF EMPLOYEES, OFFICERS AND DIRECTORS.
 
       (a)Any person who is or was an employee, officer or
   director of the Corporation, or of any other corporation, partnership, joint
   venture, trust or other enterprise, including service with respect to
   employee benefit plans,
<PAGE>
                                       21
 
    which he served as such at the request of the Corporation, shall, unless
    prohibited by law, be indemnified by the Corporation in accordance with
    paragraph (b) below, against reasonable expenses, paid or incurred by him in
    connection with or resulting from any claim, action, suit or proceeding
    (whether brought by or in the right of the Corporation or otherwise), civil,
    criminal, administrative or investigative, including any appeal therein in
    which he may be involved, or threatened to be involved, as a party or
    otherwise, by reason of the fact he is or was an employee, officer or
    director, provided such person acted, in good faith, in what he reasonably
    believed to be in or not opposed to the best interest of the Corporation or
    such other corporation or organization and, in addition, with respect to any
    criminal actions or proceedings, had no reasonable cause to believe his
    conduct was unlawful, provided further the Corporation shall indemnify any
    such person in connection with a claim, action, suit or proceeding initiated
    by such person only if such matter was authorized by the Board of Directors,
    and provided further no indemnification shall be made in respect of any
    claim, issue or matter as to which such person shall have been adjudged to
    be liable to the corporation unless and only to the extent that the Court of
    Chancery or the court in which such action or suit was brought shall
    determine upon application that, despite the adjudication of liability but
    in view of all the circumstances of the case, such person is fairly and
    reasonably entitled to indemnity for such expenses which the Court of
    Chancery or such other court shall deem proper. The termination of any
    claim, action, suit or proceeding, by judgment, settlement (whether with or
    without court approval), adverse decision or conviction after trial or upon
    a plea of guilty or of NOLO CONTENDERE, or its equivalent, shall not create
    a presumption that such person did
<PAGE>
                                       22
 
    not meet the standards of conduct set forth in this paragraph (a). As used
    in this Section 17 the term "expenses" shall include, but not be limited to,
    counsel fees and disbursements, amounts of judgments, fines or penalties
    against, and amounts paid in settlement by, such person.
 
       (b) To the extent that any person claiming
indemnification under paragraph (a) of this Section 17 has been successful, on
   the merits or otherwise, in defense of any claim, action, suit or proceeding
   of the character described in paragraph (a), he shall be reimbursed by the
   Corporation for the amounts of all reasonable expenses paid or incurred by
   him in connection with such successful defense. Any person claiming
   indemnification under said paragraph (a) shall be reimbursed by the
   Corporation for his reasonable expenses if (i) the Board of Directors by a
   majority vote of a quorum consisting of directors who are not parties to such
   claim, action, suit or proceeding shall deliver to the Corporation its
   written findings that such person is entitled to reimbursement under the
   provisions of said paragraph or (ii) if such a quorum is not attainable, or
   even if obtainable a quorum of disinterested directors so directs,
   independent legal counsel (who may be regular counsel for the Corporation)
   selected by the Board of Directors shall deliver to the Corporation written
   advice that, in their judgment, such person is so entitled.
 
       (c) Any expenses incurred by an officer or director
   with respect to any claim, action, suit or proceeding of the character
   described in paragraph (a) of this Section 17 may be advanced by the
   Corporation prior to the final disposition thereof upon receipt of an
   undertaking by or on behalf of the person to repay such amount if it is
   ultimately determined that he is not to be indemnified under this Section 17.
   Such expenses incurred by other
<PAGE>
                                       23
 
   employees may be so paid upon such terms and conditions, if any, as the Board
   of Directors shall determine to be appropriate.
 
       (d) The rights of indemnification provided in this
   Section 17 shall be in addition to any other rights to which any such person
   may otherwise be entitled by contract or as a matter of law; and such rights
   shall continue as to a person who has ceased to be an employee, officer or
   director and, in the event of such person's death, shall extend to his heirs
   and legal representatives.
 
   SECTION 18. ACTION WITHOUT MEETING.  Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or of such committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or of such committee.
 
   SECTION 19. PRESENCE AT MEETINGS.  Members of the Board of Directors or of
any committee designated by it may participate in a meeting of such Board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 19 shall constitute
presence in person at such meeting.
 
                                  ARTICLE IV.
 
                                    OFFICERS
 
   SECTION 1. NUMBER.  The officers of the Corporation shall be a Chairman of
the Board of Directors who shall be chosen by the directors from their own
number, one or more Vice Chairmen of the Board of Directors if the Board of
<PAGE>
                                       24
 
Directors shall so determine, a President of the Corporation if the Board of
Directors shall so determine, one or more Presidents of the businesses of the
Corporation if the Board of Directors shall so determine, one or more Vice
Presidents, a Treasurer, a Secretary and such other officers as may be appointed
in accordance with the provisions of this Article. The Board of Directors may
designate one or more Vice Presidents to be an Executive Vice President or
Senior Vice President. The Board of Directors, by resolution, the Chairman of
the Board of Directors, the President of the Corporation, or the Treasurer may
create the offices of and appoint one or more Assistant Treasurers. The Board of
Directors, by resolution, the Chairman of the Board of Directors, the President
of the Corporation, or the Secretary may create the offices of and appoint one
or more Assistant Secretaries and one or more Attesting Secretaries. The term of
office for each Assistant Treasurer, each Assistant Secretary and Attesting
Secretary appointed by any of the foregoing officers shall be determined by the
officer making such appointment but shall not in any event exceed twelve months.
No more than three Assistant Treasurers and three Assistant Secretaries may be
appointed by those officers at any one time. The officer making the appointment
shall give to the Secretary written notification of each such appointment. The
notification shall be placed in the book containing the proceedings of the Board
of Directors.
 
   Any two or more of the above-mentioned offices may be held by the same
person.
 
   SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS.  Except for Assistant
Treasurers, Assistant Secretaries and Attesting Secretaries appointed by the
Chairman of the Board of Directors, the President of the Corporation, the
Treasurer, or the Secretary, the officers of the Corporation shall be chosen
annually by the Board of Directors at the first
<PAGE>
                                       25
 
meeting thereof held after each annual meeting of stockholders for the election
of directors and shall hold office until his successor shall have been duly
chosen and shall qualify, or until his earlier death or his earlier resignation
or removal in the manner hereinafter provided.
 
   SECTION 3. REMOVAL.  Any officer may be removed, either with or without
cause, at any time, by resolution adopted by a majority of the whole Board of
Directors at a special meeting of the Board called for that purpose, or, except
in the case of any officer elected or appointed by the stockholders or by the
Board of Directors, by any committee or superior officer upon whom such power of
removal may be conferred by the Board of Directors.
 
   SECTION 4. RESIGNATIONS.  Any officer may resign at any time by giving
written notice of his resignation to the Board of Directors, or to the Chairman
of the Board of Directors, or to the President of the Corporation, or to the
Secretary of the Corporation. Any such resignation shall take effect at any time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
 
   SECTION 5. VACANCIES.  A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, shall be filled for the unexpired
portion of the term in the manner prescribed in these by-laws for regular
appointments or elections to such office.
 
   SECTION 6. THE CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of the Board
of Directors shall, be the chief executive officer of the corporation and shall
have general supervision over the business and affairs of the Corporation and
over its several officers and employees, subject, however, to the control of the
Board of Directors. He shall, if
<PAGE>
                                       26
 
present, preside at all meetings of the Board of Directors and of the
stockholders. The Chairman of the Board of Directors shall see that all orders
and resolutions of the Board of Directors are carried into effect and shall from
time to time report to the Board of Directors all matters within his knowledge
which the interests of the Corporation may require to be brought to their
notice. The Chairman of the Board of Directors may sign, execute and deliver in
the name of the Corporation, certificates for shares of the capital stock of the
Corporation, any deeds, mortgages, bonds, contracts or other instruments which
the Board of Directors shall have authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board or by these by-laws to some other officer or agent of the Corporation or
shall be required by law otherwise to be signed or executed. In general, the
Chairman of the Board of Directors shall perform all duties incident to the
office of the Chairman of the Board of Directors, and such other duties as from
time to time may be assigned by the Board of Directors.
 
   SECTION 7. THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS.  In the absence of
the Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors shall, if present, preside at meetings of the Board of Directors, and
shall perform such other duties that may be assigned to him by the Board of
Directors.
 
   SECTION 8. THE PRESIDENT OF THE CORPORATION.  The President of the
Corporation shall be the chief operating officer of the Corporation and shall
perform the duties assigned to him from time to time by the Chairman of the
Board of Directors or by the Board of Directors. In the absence of the Chairman
of the Board of Directors or a Vice Chairman of the Board of Directors (if that
position has been filled by the Board of Directors) the President of the
Corporation shall, if present, preside at meetings of the Board of Directors.
The President of the Corporation may sign, with
<PAGE>
                                       27
 
the Secretary or Treasurer or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
capital stock of the Corporation, any deeds, mortgages, bonds, contracts or
other instruments which the Board of Directors shall have authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board or by these by-laws to some other officer or
agent of the Corporation or shall be required by law otherwise to be signed or
executed; and, in general, shall perform all duties incident to the office of
the President of the Corporation.
 
   SECTION 9. AUTHORITY AND DUTIES OF THE BUSINESS PRESIDENTS, EXECUTIVE VICE
PRESIDENTS, SENIOR VICE PRESIDENTS, AND VICE PRESIDENTS.  Any Business
President, Executive Vice President, Senior Vice President, or Vice President
authorized so to do by the Board of Directors may sign, with the Secretary or
the Treasurer or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the capital
stock of the Corporation; and shall perform such other duties as from time to
time may be assigned to them by the Chairman of the Board of Directors or by the
President of the Corporation or by the Board of Directors.
 
   SECTION 10. THE TREASURER.  The Treasurer shall:
 
       (a) Have charge and custody of, and be responsible
   for, all funds and securities of the Corporation, receive and give receipts
   for moneys due and payable to the Corporation from any sources whatsoever,
   and deposit all such moneys in the name of the Corporation in such banks,
   trust companies or other depositaries as shall be selected in accordance with
   the provisions of Article V of these by-laws;
 
       (b) Have the right to require, from time to time,
   reports or statements giving such information as he may
<PAGE>
                                       28
 
   desire with respect to any and all financial transactions of the Corporation
   from the officers or agents transacting the same;
 
       (c) Render to the Board of Directors, whenever the
   Board of Directors shall require him so to do, an account of the financial
   condition of the Corporation and of all of his transactions as Treasurer;
 
       (d) Exhibit at all reasonable times his books of
   account and other records to any of the directors of the Corporation upon
   application during business hours at the office of the Corporation where such
   books and records are kept;
 
       (e) Sign (unless the Secretary or other proper officer
   thereunto duly authorized by the Board of Directors shall sign), with the
   Chairman of the Board of Directors or the President of the Corporation or an
   Executive Vice President or a Vice President, certificates for shares of the
   capital stock of the Corporation the issue of which shall have been
   authorized by resolution of the Board of Directors, provided that the
   signatures of the officers of the Corporation thereon may be facsimile as
   provided in Section 2 of Article VI of these by-laws; and
 
       (f) In general, perform all the duties incidental to
   the office of Treasurer and such other duties as from time to time may be
   assigned to him by the Chairman of the Board of Directors or by the President
   of the Corporation or by the Board of Directors.
 
   SECTION 11. THE SECRETARY. The Secretary shall:
 
       (a) Record all the proceedings of the stockholders,
   the Board of Directors and the Executive Committee in one or more books kept
   for that purpose;
<PAGE>
                                       29
 
       (b) See that all notices are duly given in accordance
   with the provisions of these by-laws or as required by law;
 
       (c) Be custodian of the corporate records and of the
   seal of the Corporation and see that the seal or a facsimile thereof is
   affixed to or impressed or reproduced on all stock certificates prior to the
   issue thereof and to all documents the execution of which on behalf of the
   Corporation under its seal is duly authorized in accordance with the
   provisions of these by-laws. Unless the Board of Directors shall otherwise
   direct in specific instances, the seal of the Corporation when so affixed,
   impressed or reproduced shall always be attested by the signature of the
   Secretary, or, if any, of an Assistant Secretary or an Attesting Secretary,
   provided that signatures on certificates for shares of the capital stock of
   the Corporation may be facsimile as provided in Section 2 of Article VI of
   these by-laws;
 
       (d) Keep a register of the post office address of each
   stockholder which shall be furnished to the Secretary by such stockholder in
   accordance with the provisions of Section 1 of Article II of these by-laws;
 
       (e) See that the duties prescribed by Section 9 of
   Article I of these by-laws are performed;
 
       (f) Sign (unless the Treasurer or other proper officer
   thereunto duly authorized by the Board of Directors shall sign), with the
   Chairman of the Board of Directors or the President of the Corporation or an
   Executive Vice President or a Vice President, certificates for shares of the
   capital stock of the Corporation the issue of which shall have been
   authorized by resolution of the Board of Directors, provided that the
   signatures of the officers of the Corporation thereon may be facsimile as
   provided in Section 2 of Article VI of these by-laws;
<PAGE>
                                       30
 
       (g) Have general charge of the stock certificate
   books of the Corporation and also of the other books and papers of the
   Corporation and see that the books, reports, statements, certificates and all
   other documents and records required by law are properly kept and filed; and
 
       (h) In general, perform all duties incident to the
   office of Secretary, and such other duties as from time to time may be
   assigned to him by the Chairman of the Board of Directors or by the President
   of the Corporation or by the Board of Directors.
 
   SECTION 12. ASSISTANT TREASURERS, ASSISTANT SECRETARIES AND ATTESTING
SECRETARIES.  The Assistant Treasurers and Assistant Secretaries, if thereunto
authorized by the Board of Directors, may sign, with the Chairman of the Board
of Directors, or the President of the Corporation, or an Executive Vice
President, or a Vice President, certificates for shares of the capital stock of
the Corporation the issue of which shall have been authorized by resolution of
the Board of Directors and, in general, shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary, respectively, or by the
Board of Directors. The Assistant Secretaries and Attesting Secretaries shall
have the power to affix and attest the corporate seal of the Corporation and to
attest the execution of documents on behalf of the Corporation.
 
   SECTION 13. SALARIES.  The salaries of the officers shall be fixed from time
to time by the Board of Directors, or by one or more committees or officers to
the extent so authorized from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.
 
   SECTION 14. SUBORDINATE POSITIONS, ETC.  The Corporation may provide titles,
including the title of Vice President, for other individuals who serve in
management positions with
<PAGE>
                                       31
 
the corporate staff, or with group, division or other operational units of the
Corporation but who do not perform the function of officer for the Corporation.
Individuals in such positions shall hold such titles at the discretion of the
appointing officer and shall have such authority and perform such duties as the
Chairman of the Board of Directors, or the Vice Chairman of the Board of
Directors, or any officer to whom they delegate their authority in this regard,
may from time to time determine.
 
                                   ARTICLE V.
 
                    CONTRACTS, LOANS, CHECKS, DEPOSITS, ETC.
 
   SECTION 1. CONTRACTS, ETC. HOW EXECUTED.  The Board of Directors, except as
in these by-laws otherwise provided, may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances; and, unless so authorized by
the Board of Directors or by the provisions of these by-laws, no officer, agent
or employee other than the Chairman of the Board of Directors and the President
shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable pecuniarily for any
purpose or to any amount.
 
   SECTION 2. LOANS.  No loans shall be contracted on behalf of the Corporation
and no negotiable paper shall be issued in its name, unless authorized by vote
of the Board of Directors. When so authorized by the Board of Directors any
officer or agent of the Corporation designated by the Board of Directors may
effect loans and advances at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or individual, and
for such loans and advances may make, execute and deliver bonds,
<PAGE>
                                       32
 
notes and other obligations or evidences of indebtedness of the Corporation, and
when authorized as aforesaid, as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation and of the interest
thereon, may pledge, hypothecate or transfer any and all stocks, securities and
other personal property held or owned by the Corporation and to that end
endorse, assign and deliver the same. Such authority may be general or confined
to specific instances.
 
   SECTION 3. CHECKS, DRAFTS, ETC.  All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or agents
of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
 
   SECTION 4. DEPOSITS.  All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select or as may be selected by any officer or officers, agent or agents of the
Corporation to whom such power may from time to time be delegated by the Board
of Directors. For the purpose of such deposit, checks, drafts and other orders
for the payment of money which are payable to the order of the Corporation may
be endorsed, assigned and delivered by the Chairman of the Board of Directors,
the President of the Corporation, any Business President, any Executive Vice
President, any Vice President, the Treasurer or the Secretary, or by any
officer, agent or employee of the Corporation to whom any of said officers, in
writing, or the Board of Directors, by resolution, shall have delegated such
power.
<PAGE>
                                       33
 
   SECTION 5. GENERAL AND SPECIAL BANK ACCOUNTS.  The Board of Directors may
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositaries as the Board of
Directors may select, and may make such special rules and regulations with
respect thereto, not inconsistent with the provisions of these by-laws, as they
may deem expedient.
 
                                  ARTICLE VI.
 
                           SHARES AND THEIR TRANSFER
 
   SECTION 1. SHARES.  The shares of the Corporation may be represented by
certificates or may be uncertificated. Each registered owner of shares, upon
request to the Corporation, shall be provided with a certificate of stock,
representing the number of shares owned by such owner. Absent a specific request
for such a certificate by the registered owner or transferee thereof, all shares
may be uncertificated upon the original issuance thereof by the Corporation or
upon the surrender of the certificate representing such shares to the
Corporation.
 
   SECTION 2. CERTIFICATES FOR SHARES OF STOCK.  The certificates for shares of
stock of the Corporation shall be in such form, not inconsistent with the
Certificate of Incorporation, as shall be approved by the Board of Directors.
All certificates shall be signed by the Chairman of the Board of Directors, the
President or a Vice President and by the Secretary or the Treasurer, or by any
other proper officer of the Corporation authorized by the Board of Directors,
and shall not be valid unless so signed and the seal of the Corporation affixed
thereto, provided that the signatures of the officer or officers of the
Corporation and the seal may be facsimile, if such
<PAGE>
                                       34
 
certificates are signed by a transfer agent other than the Corporation or an
employee of the Corporation or by a registrar other than the Corporation or an
employee of the Corporation. The signature on behalf of the transfer agent on
any such certificate may also be facsimile, if such certificate is signed by a
registrar other than the Corporation or an employee of the Corporation.
 
   In case any officer or officers who shall have signed any such certificate or
certificates shall cease to be an officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates had not ceased to be an
officer or officers of the Corporation.
 
   All certificates for shares of stock shall be consecutively numbered as the
same are issued. The name of the person owning the shares represented thereby,
with the number of such shares and the date of issue thereof, shall be entered
on the books of the Corporation.
 
   Except as hereinafter provided, all certificates surrendered to the
Corporation for transfer shall be canceled and no new certificates or
uncertificated shares shall be issued until former certificates for the same
number of shares have been surrendered or canceled.
 
   SECTION 3. TRANSFER OF SHARES.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, the Corporation may issue or cause to be issued uncertificated shares
or, if requested by the appropriate person, a new certificate shall be issued to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
<PAGE>
                                       35
 
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be canceled and issuance
of new equivalent uncertificated shares shall be made to the person entitled
thereto and the transaction shall be recorded upon the books of the Corporation.
 
   SECTION 4. LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES.  Whenever a
person owning a certificate for shares of stock of the Corporation alleges that
it has been lost, stolen, destroyed or mutilated, he shall file in the office of
the Corporation an affidavit setting forth, to the best of his knowledge and
belief, the time, place and circumstances of the loss, theft, destruction or
mutilation, and, if required by the Board of Directors or the transfer agent of
the Corporation, a bond of indemnity or other indemnification sufficient in the
opinion of the Board of Directors or such transfer agent to indemnify the
Corporation, such transfer agent and their agents against any claim that may be
made against it or them on account of the alleged loss, theft, destruction or
mutilation of any such certificate or the issuance of a new, replacement
certificate. Thereupon the Corporation may cause to be issued to such person
uncertificated shares or, if requested by such person, a new certificate in
replacement for the certificate alleged to have been lost, stolen, destroyed or
mutilated. Upon the stub of every new certificate so issued shall be noted the
fact of such issue and the number, date and the name of the registered owner of
the lost, stolen, destroyed or mutilated certificate in lieu of which the new
certificate is issued. Uncertificated shares or a new certificate may be issued
without requiring any bond when, in the judgment of the Board of Directors, it
is proper to do so.
 
   SECTION 5. TRANSFER AND REGISTRY AGENTS.  The Corporation may maintain a
transfer office or agency where its stock shall be directly transferable and a
registry office, which may be identical with the transfer office or agency,
where its stock
<PAGE>
                                       36
 
shall be registered; and the Corporation may, from time to time, maintain one or
more other transfer offices or agencies, and registry offices; and the Board of
Directors may from time to time, define the duties of such transfer agents and
registrars and make such rules and regulations as it may deem expedient, not
inconsistent with these by-laws, concerning the issue, transfer and registration
of uncertificated shares or certificates for shares of the capital stock of the
Corporation.
 
   SECTION 6. REGULATIONS.  The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of uncertificated shares or certificates
for shares of stock of the Corporation.
 
   SECTION 7. STATEMENTS RELATING TO UNCERTIFICATED SECURITIES.  Within two
business days after an issuance, transfer, pledge or release from a pledge of
uncertificated shares has been registered, the Corporation shall send to the
registered owner thereof and, if shares are or were subject to a registered
pledge, to the registered pledgee, a written notice, signed in the same manner
as a certificate for shares may be signed in accordance with Section 2 of this
Article VI, stating (a) that the Corporation shall furnish to such person(s)
upon request and without charge a full statement of the designation, relative
rights, preferences and limitations of the shares of each class of the
Corporation's stock authorized to be issued and the designation, relative
rights, preferences and limitations of each series of preferred stock so far as
the same has been fixed and the authority of the Board of Directors to designate
and fix the relative rights, preferences and limitations of other series; (b)
that the Corporation is formed under the laws of the State of Delaware; (c) the
number of shares and a description of the issue of which such shares are a part,
including the class of shares, and the designation of the series, if any, which
have been issued, transferred, pledged or released from a pledge, as the case
may be, (d) the name, address and taxpayer
<PAGE>
                                       37
 
identification number, if any, of the person or persons to which such shares
have been issued or transferred, and, in the case of registration of a pledgee
or a release from a pledge, of the registered owner and the registered pledgee
whose interest is being granted or released; (e) any liens or restrictions of
the Corporation, and any adverse claims, (i) which are embodied in a restraining
order, injunction or other legal process served upon the Corporation at a time
and in a manner which afforded it a reasonable opportunity to act on it in
accordance with applicable law, (ii) of which the Corporation has received
written notification from the registered owner or the registered pledgee at a
time and in a manner which afforded it a reasonable opportunity to act on it in
accordance with applicable law, (iii) to which the registration of transfer to
the present registered owner was subject and so noted in a statement sent to
such person under this paragraph, including restrictions on transfer not imposed
by the Corporation and (iv) of which the Corporation is charged with notice from
a controlling instrument which the Corporation has elected to require as
assurance that a necessary endorsement or instruction is genuine and effective,
to which the shares are subject, or a statement that there are no such liens,
restrictions or adverse claims; and (f) the date the issuance, transfer, pledge
or release from a pledge, as the case may be, was registered. The Corporation
shall also maintain a printed copy of the most recent statement sent to a person
with respect to uncertificated shares.
 
   Within two business days after a transfer of uncertificated shares has been
registered, the Corporation shall send to the former registered owner and the
former registered pledgee, if any, a written notice stating (a) the number of
shares and a description of the issue of which such shares are a part, including
the class of shares, and the designation of the series, if any,
<PAGE>
                                       38
 
which have been transferred, (b) the name, address and taxpayer identification
number, if any, of the former registered owner and of the former registered
pledgee, if any, and (c) the date the transfer was registered.
 
   The Corporation shall send to each registered holder and registered pledgee
of uncertificated shares, no less frequently than annually, and at any time upon
the reasonable written request of any such person, a dated written notice
stating (a) if such notice is to the registered owner, the number of shares and
a description of the issue of which such shares are a part, including the class
of shares, and the designation of the series, if any, registered in the name of
such registered owner on the date of the statement, (b) the name, address and
taxpayer identification number, if any, of the registered owner, (c) the name,
address and taxpayer identification number, if any, of any registered pledgee
and the number of shares subject to the pledge, and (d) any liens or
restrictions of the Corporation and any adverse claims (i) which are embodied in
a restraining order, injunction or other legal process served upon the
Corporation at a time and in a manner which afforded it a reasonable opportunity
to act on it in accordance with applicable law, (ii) of which the Corporation
has received written notification from the registered owner or the registered
pledgee at a time and in a manner which afforded it a reasonable opportunity to
act on it in accordance with applicable law, (iii) to which the registration of
transfer to the present registered owner was subject and so noted in a statement
sent to such person under this paragraph, including restrictions on transfer not
imposed by the Corporation and (iv) of which the Corporation is charged with
notice from a controlling instrument which the Corporation has elected to
require as assurance that a necessary endorsement or instruction is genuine and
effective, to which the shares are subject, or a statement that there are no
such liens, restrictions or adverse claims.
<PAGE>
                                       39
 
   Each notice sent pursuant to this Section 7 shall bear a conspicuous legend
reading substantially as follows: "This statement is merely a record of the
rights of the addressee as of the time of its issuance. Delivery of the
statement, of itself, confers no rights onto the recipient. This statement is
neither a negotiable instrument nor a security."
 
   SECTION 8. RECORD DATE.
 
      (a)  In order that the Corporation may determine the stockholders entitled
   to notice of or to vote at any meeting of stockholders or any adjournment
   thereof, or to express consent to corporate action in writing without a
   meeting, or entitled to receive payment of any dividend or other distribution
   or allotment of any rights, or entitled to exercise any rights in respect of
   any change, conversion or exchange of stock or for the purpose of any other
   lawful action, as the case may be, the Board of Directors may fix, in
   advance, a record date, which shall not be more than sixty (60) nor less than
   ten (10) days before the date of such meeting, nor more than sixty (60) days
   prior to any other action.
<PAGE>
                                       40
 
      (b)  If no record date is fixed:
 
          (1) The record date for determining stockholders
       entitled to notice of or to vote at a meeting of stockholders shall be at
       the close of business on the day next preceding the day on which notice
       is given, or, if notice is waived, at the close of business on the day
       next preceding the day on which the meeting is held.
 
          (2) The record date for determining stockholders
       entitled to express consent to corporate action in writing without a
       meeting, when no prior action by the Board of Directors is necessary,
       shall be the day on which the first written consent is expressed.
 
          (3) The record date for determining stockholders
       for any other purpose shall be at the close of business on the day on
       which the Board of Directors adopts the resolution relating thereto.
 
      (c)  A determination of stockholders of record entitled to notice of or to
   vote at a meeting of stockholders shall apply to any adjournment of the
   meeting; provided, however, that the Board of Directors may fix a new record
   date for the adjourned meeting.
 
                                   ARTICLE VII.
 
                                      OFFICES
 
   SECTION 1. REGISTERED OFFICE.  The registered office of the Corporation in
the State of Delaware shall be in the City of Wilmington, County of New Castle,
and the registered agent of the Corporation in said State is Corporation Trust
Company of America. The Corporation's "principal office or place of business" in
said State and its "resident agent" in said State shall be deemed to mean said
registered office and registered agent, respectively.
<PAGE>
                                       41
 
   SECTION 2. OTHER OFFICES.  The Corporation shall also have an office in the
City of Minneapolis, State of Minnesota, and at such other places as the Board
of Directors may from time to time appoint or the business of the Corporation
require.
 
                                 ARTICLE VIII.
 
                            DIVIDENDS, SURPLUS, ETC.
 
   Subject to the provisions of law, of the Certificate of Incorporation of the
Corporation and of these by-laws, the Board of Directors may declare and pay
dividends upon the shares of stock of the Corporation either (a) out of its
surplus as defined in and computed in accordance with the provisions of the laws
of the State of Delaware or (b) in case there shall be no such surplus, out of
its net profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year, whenever, and in such amounts as, in its opinion, the
condition of the affairs of the Corporation shall render it advisable. Subject
as aforesaid, the Board of Directors in its discretion may use and apply any of
the surplus or net profits of the Corporation applicable for such purpose in
purchasing or acquiring any of the shares of the capital stock of the
Corporation in accordance with law, or any of its bonds, debentures, notes,
scrip or other securities or evidences of indebtedness, or from time to time may
set aside from such surplus or net profits such sum or sums as it, in its
absolute discretion, may think proper, as a reserve fund to meet contingencies,
or for the purpose of maintaining or increasing the property or business of the
Corporation, or for any other purpose it may think conducive to the best
interests of the Corporation.
<PAGE>
                                       42
 
                                  ARTICLE IX.
 
                                      SEAL
 
   The Board of Directors shall provide a corporate seal, which shall be in the
form of a circle and shall bear the name of the Corporation and words and
figures showing that it was incorporated in the State of Delaware in the year
1927.
 
                                   ARTICLE X.
 
                             FISCAL YEAR AND AUDIT
 
   SECTION 1. FISCAL YEAR.  The fiscal year of the Corporation shall end on the
thirty-first day of December in each year.
 
   SECTION 2. AUDIT OF BOOKS AND ACCOUNTS.  The books and accounts of the
Corporation shall be audited at least once in each fiscal year, by certified
public accountants of good standing selected by the Board of Directors.
 
                                  ARTICLE XI.
 
                               WAIVER OF NOTICES
 
   Whenever any notice whatever is required to be given by these by-laws or the
Certificate of Incorporation of the Corporation or any of the corporate laws of
the State of Delaware, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.
<PAGE>
                                       43
 
                                  ARTICLE XII.
 
                               NATIONAL EMERGENCY
 
   SECTION 1. DEFINITION AND APPLICATION.  For the purposes of this Article XII
the term "national emergency" is defined as an emergency situation resulting
from an attack upon the United States, a nuclear disaster within the United
States, a catastrophe, or other emergency condition, as a result of which
attack, disaster, catastrophe or emergency condition a quorum of the Board of
Directors cannot readily be convened for action. Persons not directors of the
Corporation may conclusively rely upon a determination by the Board of Directors
of the Corporation, at a meeting held or purporting to be held pursuant to this
Article XII that a national emergency as hereinabove defined exists regardless
of the correctness of such determination made or purporting to be made as
hereinafter provided. During the existence of a national emergency the
provisions of this Article XII shall become operative, but, to the extent not
inconsistent with such provisions, the other provisions of these by-laws shall
remain in effect during any national emergency and upon its termination the
provisions of this Article XII shall cease to be operative.
 
   SECTION 2. MEETINGS, ETC.  When it is determined in good faith by any
director that a national emergency exists, special meetings of the Board of
Directors may be called by such director. The director calling any such special
meeting shall make a reasonable effort to notify all other directors of the time
and place of such special meeting, and such effort shall be deemed to constitute
the giving of notice of such special meeting, and every director shall be deemed
to have waived any requirement, of law or otherwise, that any other notice of
such special meeting be given. At any such special
<PAGE>
                                       44
 
meeting two directors shall constitute a quorum for the transaction of business
including, without limiting the generality hereof, the filling of vacancies
among directors and officers of the Corporation and the election of additional
Vice Presidents, Assistant Secretaries and Assistant Treasurers. The act of a
majority of the directors present thereat shall be the act of the Board of
Directors. If at any such special meeting of the Board of Directors there shall
be only one director present, such director present may adjourn the meeting from
time to time until a quorum is obtained, and no further notice thereof need be
given of any such adjournment.
 
   The directors present at any such special meeting shall make reasonable
effort to report any action taken thereat to all absent directors, but failure
to give such report shall not affect the validity of the action taken at any
such meeting. All directors, officers, employees and agents of, and all persons
dealing with, the Corporation, if acting in good faith, may conclusively rely
upon any action taken at any such special meeting.
 
   SECTION 3. AMENDMENT.  The Board of Directors shall have the power to alter,
amend, or repeal any of these by-laws by the affirmative vote of at least
two-thirds (2/3) of the directors present at any special meeting attended by two
(2) or more directors and held in the manner prescribed in Section 2 of this
Article, if it is determined in good faith by said two-thirds (2/3) that such
alteration, amendment or repeal would be conducive to the proper direction of
the Corporation's affairs.
 
   SECTION 4. CHIEF EXECUTIVE OFFICER.  If, during the existence of a national
emergency, the Chairman of the Board of Directors of the Corporation becomes
incapacitated, cannot by reasonable effort be located or otherwise is unable or
unavailable to perform the duties of his office, the Vice Chairman of the Board
of Directors of the Corporation is hereby
<PAGE>
                                       45
 
designated as Chairman of the Board of Directors. If the Vice Chairman of the
Board of Directors is unable or unavailable to perform the duties of the
Chairman of the Board, unless otherwise determined by the Board of Directors in
accordance with the provisions of this Article XII, the senior available officer
of the Corporation is hereby designated as Chairman of the Board of Directors of
the Corporation, the seniority of such officer to be determined in order of rank
of office and within the same rank by the date on which he was first elected or
appointed to such office.
 
   SECTION 5. SUBSTITUTE DIRECTORS.  To the extent required to constitute a
quorum at any meeting of the Board of Directors during a national emergency, the
officers of the Corporation who are present shall be deemed, in order of rank of
office and within the same rank in order of election or appointment to such
offices, directors for such meeting.
 
                                 ARTICLE XIII.
 
                                   AMENDMENTS
 
   The Board of Directors of the Corporation is expressly authorized (except as
otherwise provided in these by-laws) to make by-laws for the Corporation and
from time to time to alter or repeal by-laws so made but the by-laws made or
altered by the Board of Directors may be altered or repealed by the stockholders
at any annual or special meeting thereof, provided that notice of the proposal
so to alter or repeal such by-laws be included in the notice of such meeting.
<PAGE>
                                       46
 
                                 CERTIFICATION
   I, ________________________________________________ the undersigned,
________________ Secretary of HONEYWELL INC., a Delaware corporation, DO HEREBY
CERTIFY that the foregoing is a full, true and correct copy of the by-laws of
said Corporation as now in effect.
 
   IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said
Corporation, this ___ day of _____________, _____.
 
                                --------------------------
                                        Secretary