Honeywell 2008 Annual Report Download - page 237

that payment under all plans shall begin at the same time and in the same form of payment.
5.05 Compliance with Section 409A of the Code – The Plan is intended to comply with the applicable requirements of Section 409A of the
Code, and will be administered in accordance with Section 409A of the Code to the extent that Section 409A of the Code applies to the Plan.
Notwithstanding any provision of the Plan to the contrary, distributions from the Plan may only be made in a manner, and upon an event,
permitted by Section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring
penalties under Code section 409A, then such benefit or payment will be provided in full at the earliest time thereafter when such penalties will
not be imposed. To the extent that any provision of the Plan would cause a conflict with the applicable requirements of Section 409A of the
Code, or would cause the administration of the Plan to fail to satisfy the applicable requirements of Section 409A of the Code, such provision
shall be deemed null and void to the extent permitted by applicable law.
Article VI - Amendment and Termination
6.01 Plan Amendments - Honeywell reserves the right to amend the plan from time to time. The Plan may be amended by the Committee;
provided however, that no amendment shall reduce any benefit being paid or then payable to a participant. Further, no amendment shall reduce
the benefits provided by the Plan to participants or alter in any manner the rights of the participants to benefits provided under this Plan.
6.02 Plan Termination - Honeywell reserves the right to terminate the Plan. However, such termination shall not adversely affect the rights of
participants.