Honeywell 2008 Annual Report Download - page 261

provided, however, that, except with respect to automatic lump sum payments and interest rate assumptions or as otherwise agreed to
by the Participant, the Plan may not be amended in any manner that would adversely affect the benefit which would have been
payable to an employee if the employee had terminated employment on the day before the amendment or that would reduce the
benefit that is being paid to any person at the time of the amendment. If this Plan is terminated, each employee who satisfies the
eligibility requirements of Section 2 on the date the Plan is terminated and each Participant, joint annuitant or beneficiary who is
receiving benefits under this Plan shall receive a lump sum payment of the accrued benefit or remaining benefit, as applicable, in this
Plan as soon as administratively feasible after such Plan termination. The lump sum shall be the present value of the person's accrued
benefit or remaining benefit as of the date the Plan is terminated using the interest rate and mortality assumptions set forth in Table I.
6.2. Change in Control. Notwithstanding Section 6.1, for a period that begins on the date of a Change in Control (as defined in Section
4) and ends on the last day of the thirty-sixth month that begins after the month in which the Change in Control occurs, the Plan may
not be terminated or amended in any manner whatsoever that would adversely affect the amount and form of benefits payable under
this Plan to an employee without the employee's consent.
6.3. Amendments to Base Plan. It is specifically contemplated that the Base Plan will, from time to time, be amended and possibly
terminated. All such amendments and termination shall be given effect under this Plan as it is expressly intended that this Plan shall
not be restricted by the provisions of the Base Plan as they exist on the Effective Date but shall be controlled by the provisions of the
Base Plan as of the date a benefit is determined under this Plan.
SECTION 7
DETERMINATIONS AND CLAIMS
7.1. Determinations. The Committee or any person to whom such authority has been delegated pursuant to Section 8 shall interpret
and administer the terms and conditions of the Plan, decide all questions concerning the eligibility of any persons to participate in the
Plan, grant or deny benefits under the Plan, construe any ambiguous provision of the Plan, correct any defect, supply any omission, or
reconcile any inconsistency as the Committee or its delegatee, in its sole discretion, may determine. The determinations of the
Committee or any authorized person shall, subject only to the Plan's claims procedures, be final and binding on all persons.
7.2. Claims Procedure.
7.2.1. Original Claim. Any employee, former employee, joint or contingent annuitant or beneficiary of the Participant may file with
the Committee a written claim