Honeywell 2008 Annual Report Download - page 224

kind, or a fiduciary relationship between the Corporation and any Participant or any other person. To the extent that any person
acquires a right to receive payments under this Plan, such right shall be no greater than the right of an unsecured creditor of the
Corporation.
(c) Amendment. The Corporation may amend, modify or terminate the Plan at any time, or from time to time; provided, however,
that no change to the Plan shall impair the right of any Participant with respect to amounts then credited to an Account; and further
provided that during a Potential Change in Control Period (as defined in Paragraph 14(i) hereof) and from and after the occurrence of
a Change in Control, the Plan may not, without the consent of the Participant, be amended in any manner which would adversely
affect such Participant’s rights and expectations with respect to Deferral Amounts credited to such Participant’s Account immediately
prior to such amendment, unless an amendment is required to comply with the requirements of Section 409A of the Code.
(d) Accounting. Each Participant shall receive periodic statements (not less frequently than annually) setting forth the cumulative
Deferral Amounts and Interest Equivalents credited to, and any distributions from, the Participant’s Account.
(e) Facility of Payments. If the Corporation shall find that any person to whom any amount is payable under the Plan is unable to
care for his affairs because of illness or accident, or is a minor, or has died, then any payment due the person or the person’s estate
(unless a prior claim therefore has been made by a duly appointed legal representative), may, if the Corporation so elects in its sole
discretion, be paid to the person’s spouse, a child, a relative, an institution having custody of such person, or any other person deemed
by the Corporation to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Corporation and the Plan therefore.
(f) 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 the amount of benefits otherwise distributable. Such
determination shall be made by the Plan Administrator.
(g) Governing Law. The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of
management or highly compensated personnel and all rights thereunder shall be governed by and construed in accordance with the
laws of New York.
(h) Withholding Taxes. The Corporation may make such provisions and take such action as it may deem necessary or appropriate
for the withholding of any taxes which the Corporation or one if its affiliates is required by any law or regulation of any governmental
authority, whether Federal, state, local or foreign, to withhold in connection with any benefits under the Plan, including, but not
limited to, the withholding of appropriate sums from any
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