Honeywell 2008 Annual Report Download - page 207

22. Administration.
(a) New Plan Administrator. On or before a Change in Control, the Company, its successors, or persons operating under its control or on its behalf
(hereafter the “Corporation”) shall appoint a person independent of the Corporation to be the New Plan Administrator upon the occurrence of a Change in
Control and the Plan Administrator shall immediately provide to the New Plan Administrator such information with respect to each Participant in the Plan as
shall be necessary to enable the New Plan Administrator to determine the amount of any benefit which is then or may thereafter become payable to such
Participants.
(b) Authority. Upon the occurrence of a Change in Control, the New Plan Administrator shall have exclusive authority to make initial determinations of
eligibility for the benefits under the Plan, subject to the requirements of Section 22(f). The New Plan Administrator may, in reviewing any recommendation
for benefit eligibility pursuant to this Section 22, rely on representations made by the Corporation or a Honeywell Employer pursuant to Section 22(c).
However, in the event that none of the recommendations are agreed to by the Participant, the New Plan Administrator shall refer the disputed claim for
benefits under this Plan for resolution as provided in Section 22(f). Any recommendation by the New Plan Administrator under this Section 22, any
determination by the New Plan Administrator as to the eligibility for or the amount of benefits which are not in dispute and any judicial determination
pursuant to Section 22(f) shall be final and binding on the Corporation and the Honeywell Employer. The Corporation and the responsible Honeywell
Employer shall make payments to Participants as directed by the New Plan Administrator or pursuant to judicial determination pursuant to Section 22(f).
(c) Corporation or Honeywell Employer Recommendations. Upon the occurrence of a Change in Control, the Corporation and any Honeywell Employer
may make recommendations to the New Plan Administrator with respect to benefit determinations for affected Participants under the Plan and the New Plan
Administrator shall immediately forward any such recommendation to the affected Participant. If the recommendation is agreed to in writing by the
Participant, the New Plan Administrator shall advise the Corporation and any responsible Honeywell Employer, and the Corporation or Honeywell Employer,
whichever is responsible, shall make payment in accordance with the provisions of Section 21.
(d) Independent Recommendations. In the case of a recommendation which is not agreed to by the affected Participant, the New Plan Administrator shall
immediately review the recommendation of the Corporation or responsible Honeywell Employer and within 15 days of notice of the dispute from the
Participant, determine whether it is in accordance with the terms of the Plan and notify the Corporation or responsible Honeywell Employer and the
Participant of its findings. If the New Plan Administrator determines that the recommendation is not in accordance with the terms of the Plan and that an
adjustment is necessary and the Participant agrees in writing to such adjustment, the New Plan Administrator shall advise the Corporation or responsible
Honeywell Employer, and the Corporation or responsible Honeywell Employer shall
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