UNA ALTERNATIVA PARA EL DESARROLLO DE LA ORIENTACIÓN

PWC export personnel knew that the United States had imposed an embargo on sales or transfers of defense articles to China, that the HSC EEC software that had been modified for the initial military application required an export license from the Department of State, and that the HSC EEC software had been sold or transferred to China for installation in 67C engines for the

Z l O helicopter. HSC personnel became aware of the same facts by at least early 2004.

Notwithstanding that knowledge, PWC and HSC did not timely report the sale or transfer of the modified EEC software to DDTC as required by the ITAR. Rather, the report was not made until July 2006, several years after such sales or transfers had occurred, and nearly two and one half years after PWC's Export Manager had written that HSC could no longer participate in the program because a U.S. export license would be required and the State Department would not Issue one.

-2 1

-SCHEDULE A

...

UNITED TECHNOLOGIES CORPORATION

THE UNDERSIGNED, Vice President, Secretary and Associate General Counsel of UNITED TECHNOLOGIES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office in Hartford, Connecticut (the

"Corporation"), HEREBY CERTIFI ES that the following is a true and complete copy of certain resolutions duly adopted by the Board of Directors of the Corporation on June 1 3, 201 2, and that said resolutions have not been further amended, modified or rescinded, and remain in full force and effect:

WHEREAS, UTC has been engaged in discussions with the United States Attorney's Office for the District of Connecticut (the "Office") in connection with an investigation being conducted by the Office into activities regarding the CMH I Z1 0 helicopter program and related disclosures made by UTC and its subsidiaries Hamilton Sundstrand Corporation ("HSC") and Pratt & Whitney Canada Corp. ("PWC");

WHEREAS, the Board of Directors of UTC consents to resolution of these discussions by UTC, HSC and PWC entering into a Deferred Prosecution Agreement and its appendix, and by PWC entering into a plea agreement, all of which the Board of Directors has reviewed with counsel, relating to an Information to be filed in the United States District Court for the District of Connecticut charging: ( 1 ) PWC with willfully causing HSC to export and cause to be exported from the United States to the People's Republic of China, defense articles, that is, technical data in the form of software to test and operate the Electronic Engine Control ("EEC") for certain PWC helicopter engines that were used in the development of a Chinese "Z1 0" attack helicopter, without having first obtained from the United States Department of State a license or written authorization for such exports, in violation of Title 22, United States Code, Sections 2778(b)(2) and 2778(c), Title 1 8, United States Code, Section 2, and Trtle 22, Code of Federal Regulations, Sections 1 27 . 1 (a) and 1 27.3; (2) UTC, HSC and PWC with violations of Title 1 8, United States Code, Section 1 001 in connection with statements made in a disclosure thereof; (3) PWC and HSC with knowingly and willfully failing to inform the Directorate of Defense Trade Controls of the sale and transfer of defense articles and technical data to China; a country with which the United States maintains an arms embargo, in violation of Title 22, United States Code, Section 2778(c) and Title 22, Code of Federal Regulations, Sections 1 26. 1 (a) and (e); and (4) setting forth certain forfeiture allegations;

NOW THEREFORE, BE IT RESOLVED that Chester Paul Beach, Jr. , Associate General Counsel for United Technologies Corporation, be and hereby is authorized to execute the

Deferred Prosecution Agreement and its appendix on behalf of UTC substantially in the same form as reviewed by the Board of Directors at this meeting and as attached hereto as Exhibit A.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed the said Corporation this 1 4th day of June, 201 2.

Certified of Resolution ^- Hamilton Sundstrand

I, Christopher Calio, the duly elected Secretary of Hamilton Sundstrand Corporation ("HSC"), a corporation duly organized under the laws of the State of Delaware, hereby certify that the following is a true and exact copy of a resolution approved by the Board of Directors of

HSC at a meeting held at One Hamilton Road, Windsor Locks, Connecticut on June 1 8, 201 2.

WHEREAS, HSC has been engaged through its counsel in discussions with the United States Attorney's Office for the District of Connecticut (the "Office") in connection with an Investigation being conducted by the Office into activities regarding the CMH I Z10 helicopter program and related disclosures made by United Technologies Corporation (0UTC"), HSC and Pratt & Whitney Canada Corp. ("PWC");

WHEREAS, the Board of Directors of HSC consents to resolution of these discussions by HSC entering into a Deferred Prosecution Agreement and its appendix, all of which the Board of Directors has reviewed with counsel representing HSC, relating to an Information to be filed in the United States District Court for the District of Connecticut charging: (1 ) PWC with willfully causing HSC to export and cause to be exported from the United States to the People's Republic of China, defense articles, that is, technical data in the form of software to test and operate the Electronic Engine Control (MEEC") for certain PWC helicopter engines that were used in the development of a Chinese "Z1 0" attack helicopter, without having first obtained from the United States Department of State a license or written authorization for such exports, in violation of Title 22, United States Code, Sections 2778(b)(2) and 2778(c), Title 1 8, United States Code, Section 2, and Title 22, Code of Federal Regulations, Sections 1 27.1 (a) and 1 27.3; (2) UTC, HSC and PWC with violations of Title 1 8, United States Code, Section 1 001 in connection with statements made in a disclosure thereof; (3) PWC and HSC with knowingly and willfully failing to inform the Directorate of Defense Trade Controls of the sale and transfer of defense articles and technical data to China; a country with which the United States maintains an arms embargo, in violation of Title 22, United States Code, Section 2n8(c) and Title 22, Code of Federal Regulations, Sections 1 26. 1 (a) and (e): and (4) setting forth certain forfeiture allegations;

NOW THEREFORE, BE IT VOTED that Chester Paul Beach, Jr. , Associate General Counsel for United Technologies Corporation, be and hereby is authorized to e�xecute the Deferred Prosecution Agreement and its appendix on behalf of HSC substantially in the same fonn as reviewed by the Board of Directors at this meeting and as attached hereto as Exhibit A.

IN WITNESS have hereunto signed my name as Secretary and affixed the Seal of said Corporation this day of 201 2.

Christopher Calio, Secretary Corporate S�al

CERTIF'IED COPY OF RESOLUTION - Pratt & Whitney Canada

I, Alain C. Rondeau, the duly elected Secretary of Pratt & Whitney Canada Corp. ("PWC"), a corporation duly organized under the laws of Nova Scotia, Canada, hereby certify that the following is a true and exact copy of a resolution approved by the Board of Directors of PWC at a meeting held at Longueuil, Quebec on 21 June 2012.

WHEREAS, PWC has been engaged in discussions through counsel with the United States

Attorney's Office for the District of Connecticut (the "Office") in connection with an investigation being conducted by the Office into activities regarding the CMH I Z 1 0 helicopter program and related disclosures made by United Technologies Corporation ("UTC"), Hamilton Sundstrand Corporation ("HSC") and PWC;

WHEREAS, the Board of Directors ofPWC consents to resolution of these discussions by PWC entering into a Deferred Prosecution Agreement and its appendix, and a plea agreement, all of which the Board of Directors has reviewed with counsel representing PWC, relating to an Information to be filed in the United States District Court for the District of Connecticut charging: (1) PWC with willfully causing HSC to export and cause to be exported from the United States to the People's Republic of China, defense articles, that is, technical data in the form of software to test and operate the Electronic Engine Control ("EEC") for certain PWC helicopter engines that were used in the development of a Chinese "Z1 0" attack helicopter, without having first obtained from the United States Department of State a license or written authorization for such exports, in violation of Title 22, United States Code, Sections 2778(b)(2) and 2778(c), Title 18, United States Code, Section 2, and Title 22, Code of Federal Regulations, Sections 127. 1 (a) and 1 27.3; (2) UTC, HSC and PWC with violations of Title 1 8, United States Code, Section 1001 in connection with statements made in a disclosure thereof� (3) PWC and HSC with knowingly and willfully failing to inform the Directorate of Defense Trade Controls of the sale and transfer of defense articles and technical data to China; a country with which the United States maintains an anns embargo, in violation of Title 22, United States Code, Section 2778(c) and Title 22, Code of Federal Regulations, Sections 126. 1 (a) and (e);

and ( 4) setting forth certain forfeiture allegations;

NOW THEREFORE, BE IT RESOLVED that counsel Chester Paul Beach, Jr., Associate General Counsel for United Technologies Corporation, be and hereby is authorized to execute the Deferred Prosecution Agreement and its appendix and the plea agreement, on behalf of PWC substantially in the same form as reviewed by the Board of Directors at this meeting and as attached hereto as Exhibits A and B.

IN WITNESS WHEREOF, I have hereunto signed my name as Secretary and affixed the Seal of said Corporation ^as of this 21st day of June 2012.

��··'--