Honeywell 2008 Annual Report Download - page 183

Subparagraph 10(a)(ii) or this Subparagraph 10(b) may, prior to the earlier of a Change in Control or the beginning of the calendar
year in which the election is to take effect, elect to have the aggregate amount credited to the Participant's Grandfathered Account for
all calendar years commencing with the first calendar year beginning after the date the election is made, paid in one (1) lump-sum
payment as soon as practicable following a Change in Control, but in no event later than ninety (90) days after such Change in
Control.
(c) Revocation of Prior Change in Control Payment Elections. For Grandfathered Contribution Amounts only, a Participant may,
prior to a Change in Control, file an election revoking any election made pursuant to Subparagraphs 10(a)(ii) or 10(b) or file a new
lump sum payment election under this Paragraph 10 with respect to amounts previously credited to the Participant's Grandfathered
Account. Any such revocation or new election shall be made at the time specified by the Plan Administrator and shall be subject to
such restrictions and limitations as the Plan Administrator shall determine from time to time.
(d) Interest Equivalents. Notwithstanding anything to the contrary in the Plan, after a Change in Control, the Plan may not provide,
or be amended to provide, interest accruals with respect to Participant Deferred Contributions at rates lower than the rates in effect
under Paragraph 6 immediately prior to the Change in Control.
(e) Definition of Change in Control. For purposes of the Plan, a Change in Control is deemed to occur at the time (i) when any
entity, person or group (other than the Corporation, any subsidiary or any savings, pension or other benefit plan for the benefit of
employees of the Corporation or its subsidiaries) which therefore beneficially owned less than 30% of the common stock then
outstanding acquires shares of Common Stock in a transaction or series of transactions that results in such entity, person or group
directly or indirectly owning beneficially 30% or more of the outstanding Common Stock, (ii) of the purchase of shares of Common
Stock pursuant to a tender offer or exchange offer (other than an offer by the Corporation) for all, or any part of, the Common Stock,
(iii) of a merger in which the Corporation shall not survive as an independent, publicly owned corporation, a consolidation, or a sale,
exchange or other disposition of all or substantially all of the Corporation's assets, (iv) of a substantial change in the composition of
the Board during any period of two consecutive years such that individuals who at the beginning of such period were members of the
Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the
stockholders of the Corporation, of each new director was approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period, or (v) of any transaction or other event which the Corporate Governance Committee
of the Board, in its discretion, determines to be a Change in Control for purposes of the Plan.
11. Administration.
(a) Plan Administrator. The Plan Administrator and "named fiduciary" for purposes of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") shall be the Senior Vice President-Human Resources and Communications of the Corporation (or
the person acting in such capacity in the event such position is abolished, restructured or renamed). The Plan Administrator shall have
the authority to appoint one (1) or more other named fiduciaries of
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