Effective as of December 10, 2008, the Board of Directors of United Technologies Corporation ("UTC" or the "Company") approved certain amendments to UTC's Bylaws, including the following:

• Section 1.8 was amended to clarify that one or more, rather than two, inspectors of election may be appointed to impartially carry out the duties of inspector of election for shareholders meetings as prescribed by law.

• Section 1.10 was amended to clarify that such Section shall be the exclusive means for shareholders to make nominations or submit other business before an annual meeting of shareholders, other than matters properly brought under Rule 14a-8 of the Securities Exchange Act of 1934.

• Section 1.10 was further amended to provide that shareholders submitting the required advance notice of nominations or other business before an annual meeting of shareholders must provide with the advance notice certain additional information, including but not limited to the following information: the class or series and number of shares owned (beneficially and of record) by the shareholder; a description of any relationship pursuant to which the shareholder has rights to vote shares of the Company; a description of any derivative or short positions, profit interests or rights to dividends or performance-related fees the shareholder has with respect to shares of the Company's stock; a description of any agreements with others concerning the proposal of business; a description of material relationships among the shareholder, nominee and others acting in concert; responses to a questionnaire concerning the nominee's background and qualifications; written representations regarding any voting commitments of the nominee; and, if required, information concerning the nominee's eligibility to serve as an independent director.

• Section 2.2 was amended to define the term "contested election" and to specify the date as of which a determination will be made as to the existence of a contested election.

• Section 6.5 was amended to confirm the rights of directors and officers to advancement of expenses in connection with litigation covered by Section 6.5; to confirm the ability of the Company to provide advancement of expenses to employees and fiduciaries; and to confirm that the rights of indemnification provided to directors and officers under Section 6.5 are rights of contract and not subject to later amendment.

The preceding is qualified in its entirety by reference to UTC's Bylaws as amended and restated, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

(d) Exhibits

Exhibit
Number     Exhibit Description
3.1        Bylaws of United Technologies Corporation, as Amended and Restated on
           December 10, 2008.