Honeywell 2008 Annual Report Download - page 186

by the laws of descent and distribution. To the extent that any person acquires a right to receive any amount credited to a Participant's
Account hereunder, such right shall be no greater than that of an unsecured general creditor of the Corporation. Except as expressly
provided herein, any person having an interest in any amount credited to a Participant's Account under the Plan shall not be entitled to
payment until the date the amount is due and payable. No person shall be entitled to anticipate any payment by assignment, pledge or
transfer in any form or manner prior to actual or constructive receipt thereof.
(b) Section 409A. The Plan is intended to comply with the applicable requirements of Section 409A of the Code and its
corresponding regulations and related guidance with respect to Non-Grandfathered Contribution Amounts credited to the Participant's
Account, and shall be administered in accordance with Section 409A of the Code with respect to such Non-Grandfathered
Contribution Amounts. Notwithstanding anything in the Plan to the contrary, elections to defer Non-Grandfathered Contribution
Amounts under the Plan, and distributions of Non-Grandfathered Contribution Amounts, may only be made in a manner and upon an
event permitted by Section 409A of the Code. To the extent that any provision of the Plan would cause a conflict with the
requirements of Section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section
409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. Other than a valid Election
Form, in no event shall a Participant, directly or indirectly, designate the Plan Year of payment with respect to Non-Grandfathered
Accounts. For the avoidance of doubt, deferrals under the Plan are maintained on a Plan Year basis.
(c) Unsecured General Creditor. Neither the Corporation nor any of its subsidiaries shall be required to reserve or otherwise set
aside funds, Common Stock or other assets for the payment of its obligations hereunder. However, the Corporation or any subsidiary
may, in its sole discretion, establish funds for payment of its obligations hereunder. Any such funds shall remain assets of the
Corporation or such subsidiary, as the case may be, and subject to the claims of its general creditors. Such funds, if any, shall not be
deemed to be assets of the Plan. The Plan is intended to be unfunded for tax purposes and for purposes of Title I of ERISA.
(d) Withholding. The Corporation shall withhold from any distribution made from Participant Deferred Contribution Amounts the
amount necessary to satisfy applicable federal, state and local tax withholding requirements. With respect to distributions of Plan
Employer Contribution Amounts, the delivery of the shares of Common Stock shall be delayed until the Participant makes
arrangements, pursuant to procedures to be adopted by the Plan Administrator, to satisfy the applicable federal, state and local tax
withholding requirements. Each Participant, however, shall be responsible for the payment of all individual tax liabilities relating to
any such benefits.
(e) Offset. To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, if a Participant
becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or
other liability representing an amount owing to the Corporation or any participating affiliate, then the Corporation may offset such
amount owed to the Corporation or the participating affiliate against
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