Honeywell 2003 Annual Report Download - page 58

(i) Amendment or Termination. This Plan may not be amended or terminated
after a Change in Control; provided, however, the Plan may be amended
if the purpose of the amendment is to increase benefits hereunder.
(j) No Waiver. No waiver by a Participant at any time of any breach by the
Company of, or of any lack of compliance with, any condition or
provision of this Plan to be performed by the Company shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. In no event shall the failure by a
Participant to assert any right under the Plan (including, but not
limited to, failure to assert the existence of Good Reason conditions
which would enable a Participant to trigger his own termination under
clause (i) of Section 19(b)) be deemed a waiver of such right or any
other right provided under the Plan, it being intended that a
Participant who has perfected a right under the Plan (including, but
not limited to, a Participant's right to trigger his own termination
under clause (i) of Section 18(b)) shall be entitled to assert that
right in accordance with the terms of the Plan unless the Participant
affirmatively elects, in writing, to waive such right.
-21-