Exhibit 3.4
By-laws Amendment
The following would be added as Article V Section 17 of the
By-laws of Parent:
SECTION 17. Pursuant to the terms of the Agreement and Plan of
Merger, dated June 4, 1999, among Honeywell Inc., the Corporation and Blossom
Acquisition Corp. (the "Merger Agreement") and the employment agreement referred
to in Section 6.7 of the Merger Agreement (the "Employment Agreement") Xxxxxxx
X. Xxxxxxxxxx has been elected Chief Executive Officer of the Corporation
effective as of the effective time of the merger contemplated by the Merger
Agreement and Chairman of the Board effective as of April 1, 2000 (or such
earlier date as Xxxxxxxx X. Xxxxxxx shall retire as Chairman). Notwithstanding
anything in these By-laws to the contrary, until the second anniversary of the
effective time of the merger, (i) the removal of Xxxxxxx X. Xxxxxxxxxx from the
position of Chief Executive Officer or Chairman of the Board, (ii) prior to the
effective date of his election as Chairman of the Board, the reversal of such
election, (iii) any change in Xxxxxxx X. Xxxxxxxxxx'x duties and
responsibilities as set forth in the Employment Agreement not concurred in by
him, or (iv) any amendment to, or modification of, this Section 17 by the Board,
shall require the affirmative vote of at least 75% of the members of the Board
(excluding the Chief Executive Officer); provided, however, that if, at any time
prior to such second anniversary, the persons (other than the Chief Executive
Officer) designated by Honeywell Inc. pursuant to Section 2.2(a) of the Merger
Agreement (the "Merger Agreement Designees") shall represent less than 25% of
the members of the Board (excluding the Chief Executive Officer), then, such
removal, change, reversal, amendment or modification, as applicable, shall
require, in addition to the vote of the Board otherwise required therefor by
this Section 17, the affirmative vote of at least one Merger Agreement Designee.
