Exhibit 4.6


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE
TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE  & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE  & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE  & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.


 


HONEYWELL INTERNATIONAL INC.

2.800% Senior Note Due 2050


 


	REGISTERED No.	U.S. $


Registered CUSIP: 438516 CA2


Registered ISIN: US438516CA21


 


HONEYWELL
INTERNATIONAL INC., a Delaware corporation (the “Company,” which term includes any successor corporation under the
Indenture described herein), for value received, hereby promises to pay to CEDE  & CO. or its registered assigns, the principal
sum of
                                           
                                   U.S. DOLLARS (U.S. $          ) on June 1, 2050 (the “Maturity Date”),
and to pay interest on said principal sum semiannually in arrears on June 1 and December 1 of each year, commencing December 1,
2020 (each such date on which the Company is required to pay interest being referred to herein as an “Interest Payment Date”),
at the rate of 2.800% per annum from May 18, 2020, or from the most recent date in respect of which interest has been paid or
duly provided for, until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if the
Stated Maturity of the principal of this Note, or any Interest Payment Date, falls on a date that is not a Business Day, the principal
or interest, as the case may be, payable on such date will be payable on the next succeeding Business Day with the same force
and effect as if paid on such date. The amount of interest payable on any Interest Payment Date shall be computed on the basis
of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on May 15 or November 15 (each being referred to herein as a “Regular Record Date”),



    	 



    	



    


as the case
may be, next preceding such Interest Payment Date. As used herein, “Business Day” means any day, other than Saturday
or Sunday, on which banks are not required or authorized by law or executive order to close in New York City.


 


Payments of interest,
principal and premium, if any, on this Note will be made (except as specified below) by wire transfer in same day funds to the
Registered Holder at such Holder’s address appearing on the Note Register on the relevant Regular Record Date. In the event
the Notes are issued in fully certificated registered form, such payments will be made at the corporate trust office of the Trustee
in New York City, or at the option of the Company, by mailing a check to such Registered Holder.


 


Initially, Deutsche
Bank Trust Company Americas will be the Paying Agent and the Registrar (the “Note Registrar”) for this Note. The Company
reserves the rights at any time to remove any Paying Agent or Note Registrar without notice, to appoint additional or other Paying
Agents and other Note Registrars without notice and to approve any change in the office through which any Paying Agent or Note
Registrar acts; provided, however, that there will at all times be a Paying Agent in New York City.


 


This Note is one of
the duly authorized series (the “Series”) of debt securities of the Company (hereinafter called the “Securities”),
issued and to be issued under an indenture dated March 1, 2007, as supplemented by the First Supplemental Indenture dated as of
October 27, 2017, and as further supplemented by the Second Supplemental Indenture dated as of March 10, 2020 (collectively, the
“Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”),
to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the rights and limitations
of rights thereunder of the Holders of the Securities and of the rights, obligations and duties of the Company, the Trustee and
the Paying Agent for this Note, and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities
may be issued in one or more series, which different series may be issued in various principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject
to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Note is one
of the series of Securities designated as 2.800% Senior Notes Due 2050 (herein called the “Notes”), initially limited
in aggregate principal amount to $750,000,000.


 


Each capitalized term
used herein and not otherwise defined herein shall have the meaning assigned thereto in the Indenture.


 


The Company may, without
the consent of the Holders of the Notes, reopen this Series of Notes and issue additional notes on separate dates, which shall
form a single series and shall have the same terms; provided that such additional notes shall not be issued with the same
CUSIP number as the Notes unless such additional notes are issued for U.S. federal income tax purposes in a “qualified reopening”
or are otherwise treated as part of the same issue for U.S. federal income tax purposes. Such further notes will be consolidated
and form a single series with the Notes.


 


This Note is subject
to redemption, in whole or in part, at the option of the Company at any time or from time to time, upon mailed notice to the registered
address of each holder of notes



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to be redeemed at least
10 days but not more than 60 days prior to the redemption. Prior to December 1, 2049 (six months prior to the maturity date of
the Notes (the “Par Call Date”)), the “make-whole premium” redemption price will be equal to the greater
of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled
Payments (as defined below) on such notes that would be due if such notes matured on the Par Call Date (not including the amount,
if any, of accrued and unpaid interest to, but not including, the date of redemption), discounted to the date of redemption, on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate
(as defined below) plus 25 basis points. Accrued interest will be paid to but excluding the redemption date.


 


At any time on or after
the Par Call Date, the Notes are redeemable, in whole or in part, at any time and from time to time, at the Company’s option
at a redemption price equal to 100% of the principal amount of such notes to be redeemed plus accrued interest to, but not including,
the redemption date.


 


“Comparable Treasury
Issue” means the United States Treasury security selected by a Reference Treasury Dealer (as defined below) as having an
actual or interpolated maturity comparable to the remaining term of the notes called for redemption, that would be utilized, at
the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the notes called for redemption, calculated as if the maturity date of such notes
were the Par Call Date.


 


“Comparable Treasury
Price” means, with respect to any redemption date, the average, as determined by the Company, of the Reference Treasury Dealer
Quotations (as defined below) for that redemption date.


 


“Reference Treasury
Dealer” means each of BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities,
LLC and each of their respective successors. If any one shall cease to be a primary U.S. Government securities dealer, the Company
will substitute another nationally recognized investment banking firm that is a primary U.S. Government securities dealer.


 


“Reference Treasury
Dealer Quotations” means, on any redemption date, the average, as determined by the Company, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company
by each Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding that redemption date.


 


“Remaining
Scheduled Payments” means the remaining scheduled payments of principal of and interest on the notes called for redemption
that would be due after the related redemption date but for that redemption. If that redemption date is not an interest payment
date with respect to the notes called for redemption, the amount of the next succeeding scheduled interest payment on such notes
will be reduced by the amount of interest accrued to such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity
(computed as of the third Business Day



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immediately preceding that
redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for that redemption date.


 


Any redemption may,
at the Company’s discretion, be subject to one or more conditions precedent, which will be set forth in the related notice
of redemption, including, but not limited to, completion of an offering or financing or other transaction or event. In addition,
if such redemption is subject to satisfaction of one or more conditions precedent, such notice will describe each such condition,
and if applicable, will state that, in the Company’s discretion, the redemption date may be delayed until such time (provided,
however, that any redemption date will not be more than 60 days after the date of the notice of redemption) as any or all such
conditions will be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such
conditions will not have been satisfied by the redemption date, or by the redemption date as so delayed.


 


If any such condition
precedent has not been satisfied, the Company will provide written notice to the Trustee prior to the close of business one business
day prior to the redemption date. Upon receipt of such notice, the notice of redemption will be rescinded or delayed, and the redemption
of the notes will be rescinded or delayed as provided in such notice. Upon receipt, the Trustee will provide such notice to each
holder in the same manner in which the notice of redemption was given.


 


On and after a redemption
date, interest will cease to accrue on the notes called for redemption (unless the Company defaults in the payment of the redemption
price and accrued interest).


 


On or before a redemption
date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued
interest on the notes to be redeemed on that date. If less than all of the notes are to be redeemed, the notes to be redeemed shall
be selected by the trustee in accordance with the procedures of the Depositary Trust Company. This Note will not be subject to
any sinking fund.


 


If an Event of Default
with respect to the Note shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Notes may declare the principal of all the Notes due and payable in the manner and with the effect provided in
the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of each series
to be affected thereby (voting as a class). The Indenture also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Securities of each series to be affected at the time Outstanding, on behalf of the Holders of all Securities
of each such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by



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the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.


 


Except as provided below
in the case of a defeasance, no reference herein to the Indenture and no provision of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.


 


Under the terms of the
Indenture, the Company may satisfy and discharge its obligations with respect to the Notes by depositing in trust for the Holders
of the Outstanding Notes an amount in cash or the equivalent in securities of the government which issued the currency in which
the Notes are denominated or government agencies backed by the full faith and credit of such government sufficient to pay and discharge
the entire indebtedness on the Notes for principal of and premium, if any, and interest then due or to become due to the Stated
Maturity of the principal of the Notes (a “defeasance”). In such event, a Company will be released and discharged from
its obligations to pay interest on the Notes and to pay the principal thereof at its Maturity.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company
upon surrender of this Note for registration of transfer at the office or agency of the Company in New York City duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed
by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes in registered form, of
authorized denominations and for the same aggregate principal amount, will be issued in the name or names of the designated transferee
or transferees and delivered at the office of the Note Registrar in New York City, or mailed, at the request, risk and expense
of such transferee or transferees, to the address or addresses shown in the Note Register for such transferee or transferees.


 


Prior to due presentment
of this Note for registration of transfer, the Company, the Trustee, the Note Registrar and any agent of the Company, the Trustee
or the Note Registrar may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the Trustee, the Note Registrar nor any such agent shall be affected by notice
to the contrary.


 


This Note is issuable
only in fully registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess
thereof.


 


No service charge will
be made for a transfer or exchange of the Notes, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


This Note (the “Global
Note”) is a Global Security as referred to in the Indenture and is not exchangeable for one or more certificated Notes; provided,
however, that if at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if
at any time the Depository shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended,
or any other applicable statute or regulation, the Company



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shall appoint a successor
Depository. If a successor Depository is not appointed by the Company within 90 days after the Company receives such notice or
becomes aware of such ineligibility, the Company will execute, and the Trustee or its agent, upon receipt of a Corporation Order
for the authentication and delivery of individual Notes of this series in exchange for this Global Note, will authenticate and
deliver, individual Notes of this series in an aggregate principal amount equal to the principal amount of this Global Note in
exchange for this Global Note.


 


In addition, the Company
may at any time and in its sole discretion determine that the Notes represented by this Global Note shall no longer be represented
by this Global Note. In such event the Company will execute, and the Trustee or its agent, upon receipt of a Corporation Order
for the authentication and delivery of individual Notes of this series in exchange for this Global Note, will authenticate and
deliver, individual Notes of this series in an aggregate principal amount equal to the principal amount of this Global Note in
exchange for this Global Note.


 


This Note and all the
obligations of the Company hereunder are direct, senior unsecured and unsubordinated obligations of the Company and rank pari
passu with all other senior unsecured and unsubordinated indebtedness of the Company from time to time outstanding.


 


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


 


Unless the certificate
of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be
entitled to any benefits under the Indenture or be valid or obligatory for any purpose.



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IN WITNESS WHEREOF,
HONEYWELL INTERNATIONAL INC. has caused this Note to be manually executed.


 


	Dated:	 	 	 	 
	 	 	 	 	 
	 	 	HONEYWELL INTERNATIONAL  INC.	 
	 	 	 	                        	 
	 	 	By:
	 
	 	 	Name:	James E. Colby	 
	 	 	Title:	Vice President and Treasurer	 


	ATTEST:	 
	 	 	 
	By:
	 
	Name: 	Su Ping Lu	 
	Title:	Deputy Corporate Secretary	 


 


[Signature Page – Global Note]



    	 



    	



    


ABBREVIATIONS


 


The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.


 


TEN COM–as tenants in common


 


UNIF GIFT MIN ACT–_____________________Custodian_________________________


 


Under Uniform Gifts to Minors Act


 


 



 


TEN ENT–as tenants by the
entireties


 


JT TEN–as joint tenants with
right of survivorship and not as tenants in common


 


Additional abbreviations
may also be used though not in the above list.


 


FOR THE VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto


 


Please Insert Social Security or Other

Identifying Number of Assignee:


 


 



 

 


 




 






 



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS

INCLUDING ZIP CODE OF ASSIGNEE:


 




 



 


 



 





 



 



the within Note and all rights thereunder,
hereby irrevocably constituting and appointing                                   attorney to transfer said Note on the books of the Company, with full
power of substitution in the premises.


 


	Dated: 	 	 	 




NOTICE: The signature to this assignment
must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement,
or any change whatever.



    	 



    	



    


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature of one of its authorized
signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose


 


	Dated:	CERTIFICATE OF AUTHENTICATION
	 	 	 
	 	This is one of the Securities of the series
	 	designated therein referred to in the
	 	within-mentioned Indenture.
	 	 	 
	 	Deutsche Bank Trust Company Americas, as
	 	Trustee	 
	 	 	 
	 	By:
	 
	 	Name:	 
	 	Title:	 


 


[Signature Page – Global
Note]