Honeywell 2008 Annual Report Download - page 280

The Board of Directors reserves the right to amend the Plan from time to time prior to a Change in Control. However, 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 persons who were Participants as of the date of such amendment or adversely affect in any manner the rights
of persons who were Participants as of the date of such amendment to benefits provided under this Plan. This Plan may not be
amended or terminated after a Change in Control; provided, however, the Plan may be amended if the purpose of the amendment is to
increase benefits hereunder or to comply with Section 409A of the Code.
Notwithstanding anything in this Plan to the contrary, the Senior Vice President-Human Resources and Communications shall be
permitted to amend the Plan to reflect changes in Honeywell's organization; provided, however, that no such amendment (a) shall
increase or decrease benefits under the Plan, or (b) increase the total number of Participants by more than five percent (5%) during any
twelve (12) month period.
9.2 Plan Termination
The Board of Directors reserves the right to terminate the Plan. However, such termination shall not adversely affect the rights of
persons who were Participants as of the date of such termination.
ARTICLE X
PLAN NOT A CONTRACT OF EMPLOYMENT;
HONEYWELL'S POLICIES CONTROL
Nothing contained in this Plan shall give an employee the right to be retained in the employment of Honeywell This Plan is not a
contract of employment between Honeywell and any employee. Any dispute involving issues of employment, other than claims for
benefits under this Plan, shall be governed by the appropriate employment dispute resolution policies and procedures of Honeywell.
ARTICLE XI
ACTION BY HONEYWELL
Unless expressly indicated to the contrary herein, any action required to be taken by Honeywell may be taken by action of its Board
of Directors or by any appropriate officer or officers traditionally responsible for such determination or actions, or such other
individual or individuals as may be designated by the board of directors or any such officer.
ARTICLE XII
GOVERNING LAW
12.1 ERISA
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