EX-4.5





 EXHIBIT 4.5 

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. 

2.300% Senior Note Due 2024 
  

			
	REGISTERED No.	  	U.S. $            
	Registered CUSIP: 438516 BW5	  	
	Registered ISIN: US438516BW59	  	

 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 August 15, 2024 (the “Maturity Date”), and to pay interest on said principal sum semiannually in arrears on February 15 and
August 15 of each year, commencing February 15, 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 2.300% per annum from August 8,
2019, 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 February 1 or
August 1 (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. 

  
 1 













 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 (together, 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 2.300% Senior Notes Due 2024 (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 to be redeemed at least 10 days but not more than 60 days prior to the redemption. Prior to July 15, 2024 (one month prior to the maturity date of the Notes (the “Par Call Date”)),


  
 2 













 
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 10 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 Deutsche Bank
Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. 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 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. 

  
 3 













 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 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


  
 4 













 
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 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. 

  
 5 













 IN WITNESS WHEREOF, HONEYWELL INTERNATIONAL INC. has caused this Note to be manually
executed under its corporate seal. 
 Dated: August 8, 2019 
  

							
	[Seal]	 		 	HONEYWELL INTERNATIONAL INC.
				
		 		 	By:	 	  

		 		 	Name:	 	James E. Colby
		 		 	Title:	 	Vice President and Treasurer

  

			
	ATTEST:
		
	By:	 	  

	Name:	 	Anne T. Madden
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary

 [Signature Page –Global Note] 

  
 6 













 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. 

  
 7 













 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: August 8, 2019	  		 	 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] 

  
 8