Honeywell 2006 Annual Report Download - page 155

b. Termination. The Board of Directors of Honeywell may terminate this Agreement at any time, but a termination which affects
the rights, benefits or obligations of Executive after Honeywell's obligation to pay the Annual Payment becomes irrevocable
under Section 5(b) shall not apply unless Executive (or Co-insured following Executive's death) consents, in writing, to the
termination.
c. Administration. This Agreement shall be administered by the Administrator, whose address is Honeywell International Inc.,
101 Columbia Road, Morristown, New Jersey 07962. The Administrator shall have the authority to make, amend, interpret,
and enforce all rules and regulations for the administration of the Agreement and decide or resolve any and all questions,
including interpretations of the Agreement, as may arise in connection with the Agreement in the Administrator's sole
discretion. In the administration of this Agreement, the Administrator may, from time to time, employ agents and delegate to
them or to others such administrative duties as it sees fit. The Administrator may from time to time consult with counsel, who
may be counsel to Honeywell. The decision or action of the Administrator (or its designee) with respect to any question
arising out of or in connection with the administration, interpretation and application of this Agreement shall be final and
conclusive and binding upon all persons having any interest in the Agreement. Honeywell shall indemnify and hold harmless
the Administrator and any persons to whom administrative duties under this Agreement are delegated, against any and all
claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Agreement, except in the
case of gross negligence or willful misconduct by the Administrator.