Honeywell 2008 Annual Report Download - page 264

8.5. Plan Administrator. The Committee shall be the administrator for purposes of section 3(16)(A) of ERISA.
8.6. Construction. This Plan is intended to be a nonqualified deferred compensation arrangement. The rules of section 401(a) et. seq.
of the Code shall not apply to this Plan. This plan is adopted with the understanding that it is in part an unfunded excess benefit plan
within the meaning of section 3(36) ERISA and is in part an unfunded plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees as provided in sections 201(2), 301(3) and 401(a)
(1) of ERISA. Each provision hereof shall be interpreted and administered accordingly. This Plan shall not provide any benefits with
respect to any defined contribution plan. This Plan shall be construed to prevent the duplication of benefits provided under any other
plan or arrangement, whether qualified or nonqualified, funded or unfunded, to the extent that such other benefits are provided directly
or indirectly by Honeywell.
8.7 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.