Honeywell 2008 Annual Report Download - page 277

earlier of (i) the occurrence of a Change in Control, or (ii) the adoption by the Board of Directors of a resolution stating that, for
purposes of the Plan, the Potential Change in Control Period has expired.
ARTICLE V
ADMINISTRATION
5.1 Plan Administrator
Prior to the occurrence of a Change in Control, the Senior Vice President-Human Resources and Communications of Honeywell
shall be the Plan Administrator within the meaning of Section 3(16)(A) of ERISA, and the named fiduciary within the meaning of
Section 402 of ERISA. During a Potential Change in Control Period, Honeywell's Senior Vice President-Human Resources and
Communications shall appoint a person independent of Honeywell or persons operating under its control or on its behalf (hereafter,
the "Corporation") to be the new Plan Administrator effective upon the occurrence of a Change in Control and the Senior Vice
President-Human Resources and Communications shall immediately provide to the new Plan Administrator such information with
respect to each Participant 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 Participant. Honeywell shall pay the new Plan Administrator reasonable compensation
for services rendered and shall reimburse such new Plan Administrator for all reasonable expenses incurred in discharging his duties
hereunder.
5.2 Powers and Duties of Plan Administrator
Except as otherwise provided in this Section, the Plan Administrator shall have the full discretionary power and authority to (a)
determine the amount and timing of any benefit payable under the Plan, in accordance with the requirements of Section 409A of the
Code, (b) construe and interpret the Plan (including, without limitation, supplying omissions from, correcting deficiencies in, or
resolving inconsistencies or ambiguities in, the language of the Plan), (c) determine all questions of fact arising under the Plan,
including questions as to eligibility for and the amount of benefits, (d) establish such rules and regulations (consistent with the terms
of the Plan) as it deems necessary or appropriate for administration of the Plan, (e) delegate responsibilities to others to assist it in
administering the Plan, and (f) perform all other acts it believes reasonable and proper in connection with the administration of the
Plan. The Plan Administrator shall be entitled to rely on the records of the Corporation in determining any Participant's entitlement to
and the amount of benefits payable under the Plan.
5.3 Benefit Claims and Appeals
(a) Participant Claim – Any request or claim for Plan benefits must be made in writing and shall be deemed to be filed by a
Participant when a written request is made by the claimant or the claimant's authorized representative which is reasonably calculated
to bring the claim to the attention of the Plan Administrator.
(b) Claim Denial – The Plan Administrator shall provide notice in writing to any Participant when a claim for benefits under the
Plan has been denied in whole or in part.
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