SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
(Exact name of issuer as specified in its charter)
| Delaware | 06-0570975 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
One Financial Plaza, Hartford, Connecticut
06101
(Address of principal executive offices, including Zip
Code)
SAVINGS PLAN
(Full title of the Plan) WILLIAM H. TRACHSEL, Esq.
Secretary
One Financial Plaza
Hartford, Connecticut 06101
(860) 728-7000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price (2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
Common Stock, Par value $5.00 per share (1) |
500,000 (3) |
$58.15 |
$ 29,075,000 |
$ 2,675 |
(1) Includes pursuant to Rule 416(c) under the Securities Act of 1933, as amended ("1933 Act"), an indeterminate amount of plan interests.(2) Estimated solely for the purpose of calculating the registration fee, based in accordance with Rule 457(h) under the 1933 Act on the average of the high and low prices reported on the New York Stock Exchange, Inc. on October 17, 2002.
(3) Pursuant to Rule 416(a) under the 1933 Act, the number of shares registered hereunder includes such additional number of shares of Common Stock as are required to prevent dilution resulting from stock splits, stock dividends or similar transaction that results in an increase in the number of outstanding shares of Common Stock.
The Hamilton Sundstrand de Puerto Rico Savings Plan (the "Plan") provides certain eligible employees of Hamilton Sundstrand de Puerto Rico, Inc. with the opportunity to participate in a payroll deduction tax advantaged savings program and to receive the benefit of matching employer contributions. The Plan offers several alternatives for participants to direct the investment of employee and company contributions. This Registration Statement is filed for the purpose of providing the opportunity to invest in the Common Stock of United Technologies Corporation, the parent Corporation to Hamilton Sundstrand Corporation and Hamilton Sundstrand de Puerto Rico, Inc.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference:
- the Annual Report on Form 10-K of United Technologies Corporation (the "Corporation") filed with the Securities and Exchange Commission (the "Commission") for the year ended December 31, 2001;
- the Quarterly Reports on Form 10-Q of the Corporation filed with the Commission for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002;
- all other reports filed by the Corporation with the Commission pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the period covered by the most recent Annual Report on Form 10-Q referred to in (1) above;
- the description of the shares of the Corporation’s common stock contained in the Corporation’s Registration Statement on Form 8-A, dated January 25, 2002, filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report subsequently filed for the purpose of updating that description; and
- the Annual Report on Form 11-K for the Hamilton Sundstrand de Puerto Rico Savings Plan (the "Plan") for the year ended December 31, 2001.
All documents subsequently filed by the Corporation or the Hamilton Sundstrand Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The securities registered hereby are (i) participation interests in the Hamilton Sundstrand Plan and (ii) shares of Common Stock, $5.00 par value, of the Corporation, in each case to be offered under the Hamilton Sundstrand Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
EXPERTS AND COUNSEL
The legality of the securities offered pursuant to this Registration Statement has been passed on by Richard M. Kaplan, Esq. Mr. Kaplan, Associate General Counsel of the Corporation, is a shareowner of Common Stock.
INDEPENDENT AUDITORS
The financial statements incorporated by reference to the Annual Report on Form 10-K of the Corporation for the year ended December 31, 2001 and the financial statements incorporated by reference to the Annual Report on Form 11-K of the Hamilton Sundstrand de Puerto Rico Savings Plan for the year ended December 31, 2001have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent auditors, given on the authority of said firm as experts in auditing and accounting.
With respect to the unaudited financial information of United Technologies Corporation for the three-month period ended March 31, 2002, the six-month period ended June 30, 2002 and the nine-month period ended September 30, 2002, incorporated by reference in this Form S-8, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated April 17, 2002, July 17, 2002 and October 17, 2002 incorporated by reference, state that they did not audit and they do not express an opinion on such unaudited financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited financial information because such reports are not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 102 of the General Corporation Law of Delaware, the Corporation has adopted a provision in its Certificate of Incorporation eliminating the personal liability of its directors for monetary damages to the Corporation and its stockholders for any breach of their fiduciary duties as directors of the Corporation, except for their liability due to (1) breach of loyalty to the Corporation, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) any transaction from which the director derived an improper personal benefit or (4) any payment of unlawful dividends or an unlawful stock repurchase or redemption.
Section 145 of the Delaware General Corporation Law permits a Delaware corporation to indemnify any person who is or was a party to any actual or threatened legal action, whether criminal, civil, administrative or investigative because of his or her service as an officer, director or agent of the corporation against expenses, judgments, fines and settlement payments reasonably and actually incurred by him or her in connection with such proceeding, if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe was unlawful, except that, with respect to any legal action by or in the right of the corporation itself, an officer, director or agent of the corporation only is entitled to indemnification for expenses actually and reasonably incurred. Section 7.5 of the Corporation’s Bylaws provides that the Corporation shall indemnify its officers, directors, employees, fiduciaries and agents (and their heirs and legal representatives) to the full extent permitted by Delaware law.
ITEM 8. EXHIBITS
See Exhibit Index
Hamilton Sundstrand Corporation previously received a letter that the Hamilton Sundstrand Plan is a qualified plan under the Puerto Rico Income Tax Act. The Corporation hereby undertakes to submit any amendments to the Hamilton Sundstrand Plan to the appropriate tax authorities in Puerto Rico in a timely manner and will make all changes required under the Puerto Rico Tax Act in order to maintain the tax qualification of the Hamilton Sundstrand Plan.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
- To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement:
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
- That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
- To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer of controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, and State of Connecticut, on this 24th day of October, 2002.
UNITED TECHNOLOGIES CORPORATION
By: Stephen F. Page
Vice Chairman and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed below by the following persons in the capacities indicated on this 24th day of October, 2002.
| Signature | Title |
| GEORGE DAVID | Chairman, Director and Chief Executive Officer |
| STEPHEN F. PAGE | Vice Chairman, Director and Chief Financial Officer |
| DAVID G. NORD | Vice President, Controller |
| JEAN-PIERRE GARNIER* | Director |
| JAMIE S. GORELICK* | Director |
| CHARLES R. LEE* | Director |
| RICHARD D. MCCORMICK* | Director |
| FRANK P. POPOFF* | Director |
| H. PATRICK SWYGERT* | Director |
| ANDRE VILLENEUVE* | Director |
| HAROLD A. WAGNER* | Director |
| SANFORD I. WEILL* | Director |
* By: WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT
FOR THE DIRECTORS
AND OFFICERS AFTER
WHOSE NAMES
APPEARS AN ASTERISK
The Plan: Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator of the Hamilton Sundstrand de Puerto Rico Savings Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Hartford, State of Connecticut, on October 24, 2002.
Hamilton Sundstrand de Puerto Rico Savings Plan
Laurie P. Havanec
Director Employee Benefits and Human
Resource Systems
| EXHIBIT NO. | EXHIBIT INDEX |
| 5 | Opinion of Counsel as to the legality of the securities to be registered. |
| 15 | Awareness Letter of PricewaterhouseCoopers LLP. |
| 23(a) | Consent of PricewaterhouseCoopers LLP. |
| 23(b) | The consent of counsel is contained in Exhibit 5. |
| 24 | Powers of Attorney. |
Exhibit 5
October 24, 2002
The Board of Directors
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
Re: S-8 Registration Statement for the Hamilton Sundstrand de Puerto Rico Savings Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the proposed filing with the Securities and Exchange Commission on or about October 24, 2002, of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, in connection with the offering of 500,000 shares of Common Stock, par value $5 per share (the "Shares") under the Hamilton Sundstrand de Puerto Rico Savings Plan (the "Plan").
I have acted as Counsel to the Corporation in connection with certain matters relating to the Plan. I am familiar with the Corporate proceedings relating thereto and have examined such documents and considered such matters of law as I have deemed necessary in giving this opinion.
It is my opinion that any Shares to be offered and sold pursuant to the Plan have been duly authorized. I hereby consent to the filing of this opinion as an Exhibit to the aforementioned Registration Statement.
Very truly yours,
Richard M. Kaplan
Associate General Counsel
RMK/pgr
Exhibit 15
October 24, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our reports dated April 17, 2002, July 17, 2002 and October 17, 2002 on our review of interim financial information of United Technologies Corporation (the "Corporation’) as of and for the periods ended March 31, 2002, June 30, 2002 and September 30, 2002 and included in the Corporation's quarterly report on Form 10-Q for the quarters then ended is incorporated by reference in its Registration Statement on Form S-8 for the Hamilton Sundstrand de Puerto Rico Savings Plan dated October 24, 2002.
Very truly yours,
PricewaterhouseCoopers LLP
Hartford, Connecticut
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 for the Hamilton Sundstrand de Puerto Rico Savings Plan of our report dated January 17, 2002 relating to the financial statements, which appears in the 2001 Annual Report to Shareholders of United Technologies Corporation, which is incorporated by reference in United Technologies Corporation's Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the incorporation by reference of our report dated January 17, 2002 relating to the Financial Statement Schedule, which appears in such Annual Report on Form 10-K. We also consent to the references to us under the heading "Interests of Named Experts and Counsel" in the Form S-8.
We also consent to the incorporation by reference in this Registration Statement of our report dated October 15, 2002 relating to the financial statements, which appear in the the Annual Report for the Hamilton Sundstrand de Puerto Rico Savings Plan on Form 11-K for the year ended December 31, 2001.
PricewaterhouseCoopers LLP
Hartford, Connecticut
October 24, 2002
Exhibit 24
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
George David
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
Stephen F. Page
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
Jean-Pierre Garnier
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
Jamie S. Gorelick
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
Charles R. Lee
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
Richard D. McCormick
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
Frank P. Popoff
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
H. Patrick Swygert
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
Andre Villeneuve
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
H.A. Wagner
UNITED TECHNOLOGIES CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), hereby constitutes and appoints William H. Trachsel, Stephen F. Page, Thomas I. Rogan and David G. Nord, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which the said attorneys and agents may deem necessary or advisable in connection with the registration of up to 500,000 shares of the Corporation’s Common Stock and plan participation interests to be offered under the Sundstrand de Puerto Rico Savings Plan, including the power to sign and file a registration statement on Form S-8 or on such other form as may be recommended by counsel, to be filed with the Securities and Exchange Commission, and any and all amendments and post-effective amendments thereto, and any and all instruments and documents filed as part of or in connection with said registration statement or amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 9th day of October, 2002.
Sanford I. Weill