As filed with the Securities and
Exchange Commission on February 19, 2003
Registration No. _______________
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
UNITED TECHNOLOGIES CORPORATION
Delaware |
06-0570975 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
One Financial Plaza, Hartford, Connecticut 06101
UNITED TECHNOLOGIES CORPORATION EMPLOYEE
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 Per Share (2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
Common Stock, par value $1.00 per share (1) |
2,000,000 |
$59.53 |
$119,060,000 |
$10,953.52 |
(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 February 13, 2003.
(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 United Technologies Corporation Employee Savings Plan (the "Plan") provides certain eligible employees of United Technologies Corporation and its subsidiaries and affiliates 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 Plan contributions, including the opportunity to invest in the Common Stock of United Technologies Corporation.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference:
1. 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, 2002;
2. 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 recent Annual Report on Form 10-K referred to in (1) above;
3. the description of the shares of the Common Stock of the Corporation contained in the Corporations 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
4. the Annual Report on Form 11-K for the United Technologies Corporation Employee Savings Plan for the year ended December 31, 2001.
All documents subsequently filed by the Corporation or the 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) an indeterminate number of participation
interests in the Plan and (ii) shares of Common Stock, $1.00 par value, of the
Corporation.
ITEM 5. INTERESTS OF NAMED 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.
The financial statements incorporated in this Registration Statement by reference to the Annual Report on Form 10-K of the Corporation for the year ended December 31, 2002 and the financial statements incorporated in this Registration Statement by reference to the Annual Report on Form 11-K of the United Technologies Corporation Employee Savings Plan for the year ended December 31, 2001 have 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.
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 Corporations 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Exhibit Index
United Technologies Corporation previously received a determination letter from the Internal Revenue Service that the Plan is a qualified plan under the Internal Revenue Code and has submitted a request to the Internal Revenue Service for a determination that the Plan, as amended, continues to comply with the Internal Revenue Code of 1986, as amended. The Corporation hereby undertakes to submit any amendments to the Plan to the Internal Revenue Service in a timely manner and will make all changes required under the Internal Revenue Code to maintain the tax qualification of the Plan.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. 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.
2. 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.
3. 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
The Registrant: 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 14th day of February, 2003.
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 14th day of February, 2003.
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 |
The Plan: Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator of the United Technologies Corporation Employee 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 February 14, 2003.
United Technologies Corporation Employee Savings Plan
By:
Laurie P. Havanec
Director Employee Benefits and Human
Resource Systems
EXHIBIT NUMBER |
EXHIBIT INDEX |
5 | --Opinion of Counsel as to the legality of the securities to be registered |
23(a) | --Consent of PricewaterhouseCoopers LLP |
23(b) | --The consent of counsel is contained in Exhibit 5. |
24 | --Powers of Attorney. |
Exhibit 5
February 19, 2003
The Board of Directors
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
Re: S-8 Registration Statement for the United Technologies Corporation Employee Savings Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the proposed filing with the Securities and Exchange Commission on or about February 19, 2003, of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, in connection with the offering of 2,000,000 shares of Common Stock, par value $1 per share (the "Shares") under the United Technologies Corporation Employee 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 23(a)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 for the United Technologies Corporation Employee Savings Plan of our report dated January 16, 2003 relating to the financial statements, which appears in the 2002 Annual Report to Shareowners 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, 2002. We also consent to the incorporation by reference of our report dated January 16, 2003 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 June 28, 2002 relating to the financial statements, which appears in the Annual Report of the United Technologies Corporation Employee Savings Plan on Form 11-K for the year ended December 31, 2001.
PricewaterhouseCoopers LLP
Hartford, Connecticut
February 19, 2003
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, on or about the date hereof, the registration of shares of the Corporations Common Stock and plan participation interests to be offered under the United Technologies Corporation Employee 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 3rd day of February, 2003.
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 shares of the Corporations Common Stock and plan participation interests to be offered under the United Technologies Corporation Employee 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 3rd day of February, 2003.
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 shares of the Corporations Common Stock and plan participation interests to be offered under the United Technologies Corporation Employee 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 3rd day of February, 2003.
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 shares of the Corporations Common Stock and plan participation interests to be offered under the United Technologies Corporation Employee 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 3rd day of February, 2003.
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 shares of the Corporations Common Stock and plan participation interests to be offered under the United Technologies Corporation Employee 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 3rd day of February, 2003.
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 shares of the Corporations Common Stock and plan participation interests to be offered under the United Technologies Corporation Employee 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 3rd day of February, 2003.
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 shares of the Corporations Common Stock and plan participation interests to be offered under the United Technologies Corporation Employee 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 3rd day of February, 2003.
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 shares of the Corporations Common Stock and plan participation interests to be offered under the United Technologies Corporation Employee 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 3rd day of February, 2003.
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 shares of the Corporations Common Stock and plan participation interests to be offered under the United Technologies Corporation Employee 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 3rd day of February, 2003.
Andre Villeneuve |