Honeywell 2008 Annual Report Download - page 187

the amount of benefits otherwise distributable. Such determination shall be made by the Plan Administrator.
(f) Termination and Amendment. The Corporation may at any time amend or terminate the Plan, subject to the requirements of
Section 409A of the Code with respect to the Non-Grandfathered Amounts. Notwithstanding the foregoing, and unless such
amendment is required by Section 409A of the Code, the Plan may not, without the consent of an affected Participant, be amended in
any manner which would (i) adversely affect such Participant's rights and expectations with respect to deferral amounts credited to
such Participant's Account immediately prior to such amendment (including, but not limited to, any amendment which would
adversely affect the rights or features applicable to, or any of the components that are taken into account in determining, the deferral
amounts of any Participant hereunder), or (ii) with respect to any Participant who separates from service either during a Potential
Change in Control Period (as defined below) or within two years following a Change in Control under circumstances entitling such
Participant to severance benefits under the Corporation's Severance Plan for Corporate Staff Employees or Part II of the Corporation's
Severance Plan for Senior Executives, adversely affect such Participant's rights and expectations with respect to Grandfathered
Contribution Amounts to defer the receipt of severance payments pursuant to such plan. For purposes of the preceding sentence, a
"Potential Change in Control Period" shall commence when: (A) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control; (B) the Corporation or any person or group publicly announces an
intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (C) any 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) becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 15%
or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation's
then outstanding securities (not including in the securities beneficially owned by such person or group any securities acquired directly
from the Corporation or its affiliates); or (D) the Board adopts a resolution to the effect that, for purposes of the Plan, a Potential
Change in Control Period has commenced. The Potential Change in Control Period shall continue until the earlier of (I) a Change in
Control or (II) the adoption by the Board of a resolution stating that, for purposes of the Plan, the Potential Change in Control Period
has expired.
(g) Benefit Statements. Each Participant shall receive periodic statements (not less frequently than annually) regarding the
Participant's Account. Each such statement shall indicate the amount of the balances credited to the Participant's Account as of the end
of the period covered by such statement.
(h) Legal Interpretation. This Plan and its provisions shall be construed in accordance with the laws of the State of Delaware to the
extent such Delaware law is not inconsistent with the provisions of ERISA. The text of this Plan shall, to the extent permitted by law,
govern the determination of the rights and obligations created or referred to herein. Headings to the Sections, Paragraphs and
Subparagraphs are for reference purposes only and do not limit or extend the meaning of any of the Plan's provisions.
16