Honeywell 2006 Annual Report Download - page 143

Exhibit 10.1
AMENDMENT TO THE
2003 STOCK INCENTIVE PLAN
OF
HONEYWELL INTERNATIONAL INC. AND ITS AFFILIATES
The 2003 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates ("the Plan") is hereby amended effective
December 8, 2006, by replacing Section 5.3 of the Plan in its entirety with the following paragraph:
"5.3 Adjustments. In the event of a change in the outstanding Shares by reason of a stock split, reverse stock split, dividend or
other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend,
recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other
securities, exercise of stock purchase rights, issuance of warrants or other rights to purchase Shares or other securities, or similar
corporate transaction or event, the Committee shall make an equitable adjustment to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, the transaction or event equitably requires an adjustment in the
number or kind of Shares that may be issued under the Plan, the number or kind of Shares subject to an outstanding Award, or the
Exercise Period of an Award. Any adjustment made by the Committee under this Section 5.3 will be conclusive and binding for all
purposes under the Plan. No adjustment will be made with respect to Awards granted to Key Employees to the extent the adjustment
would cause the Award to fail to qualify as performance-based compensation under Section 162(m) of the Code."