Honeywell 2008 Annual Report Download - page 172

Exhibit 10.6
SUPPLEMENTAL NON-QUALIFIED SAVINGS PLAN FOR
HIGHLY COMPENSATED EMPLOYEES OF
HONEYWELL INTERNATIONAL INC. AND ITS SUBSIDIARIES
(amended and restated effective January 1, 2009)
1. History. Honeywell International Inc. (the "Corporation") initially established this Supplemental Non-Qualified Savings Plan for
Highly Compensation Employees of Honeywell International Inc. and its Subsidiaries (the "Plan") effective January 1, 2006 when the
Supplemental Non-Qualified Savings Plan For Highly Compensated Employees Of Honeywell International Inc. And Its Subsidiaries
(Career Band 5 and Below) (the "Supplemental Savings Plan") was merged with and into the Supplemental Non-Qualified Savings
Plan for Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries (Career Band 6 and above) (the
"Executive Supplemental Savings Plan") and the resulting plan from this merger became known as the Plan. The Plan is hereby
amended and restated, effective as of January 1, 2009, to implement changes required pursuant to and consistent with Section 409A of
the Internal Revenue Code of 1986, as amended (the "Code"), and the corresponding rules and final regulations issued under Section
409A of the Code with respect to amounts subject to such requirements. This Plan document covers any Participant (as defined below)
who was entitled to receive a benefit from the Plan as of December 31, 2008, but did not receive full payment of such benefit under
the Plan as of such date, as well as any individual who becomes a Participant in the Plan on or after January 1, 2009. Plan benefit
payments commencing prior to January 1, 2009 are governed by the terms of Plan as they existed prior to this amendment and
restatement and are either grandfathered from the requirements of Section 409A of the Code or payable pursuant to a fixed schedule as
required by, and in compliance with, Section 409A of the Code. Between January 1, 2005 and December 31, 2008, with respect to
payments that are subject to the requirements of Section 409A of the Code, the Plan has been operated in accordance with transition
relief established by the Treasury Department and Internal Revenue Service pursuant to Section 409A of the Code. This amendment
and restatement is adopted in conformity with final regulations under Section 409A of the Code issued by the Treasury Department on
April 10, 2007 and effective January 1, 2009.
2. Eligibility . Any employee of the Corporation and its participating affiliates (i) who is in Career Band 6 or above during the
designated election period (the "Open Enrollment Period") that occurs prior to the beginning of the applicable Plan Year (as defined
below), or (ii) (A) who is in Career Band 5 at any time during the Open Enrollment Period that occurs prior to the beginning of the
applicable Plan Year and (B) whose Base Annual Salary (as defined in Subparagraph 4(a)(i) below) that is paid and posted to the
Plan's electronic recordkeeping system as of the last paydate in September of the Plan Year immediately preceding the applicable Plan
Year exceeds the dollar limit for a highly compensated employee for the Plan Year under Section 414(q) of the Code, shall be eligible
(an "Eligible Employee") to participate in the Plan (subject to the limitations set forth in the following sentence) and elect deferrals of
Base Annual Salary for such Plan Year effective as of the first paydate of such Plan Year that follows the Open Enrollment Period.
Notwithstanding the foregoing, an Eligible Employee may